Common use of Interested Transactions Clause in Contracts

Interested Transactions. (a) No contract or transaction between the Company and one or more of the Managers or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Managers or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) The material facts as to such Manager’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Mangers be less than a quorum; or (ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers. (b) Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.

Interested Transactions. (a) No contract or transaction between the Company and one or more of the Managers or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Managers or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) The material facts as to such Manager’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Mangers Managers be less than a quorum; or (ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers. (b) Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.