Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines determine that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1706(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate TransactionAFFILIATE TRANSACTION") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines determines, or determine, that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's- length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines determine(s) that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 5 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained in a comparable transaction at the time of such transaction the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event if such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by the Affiliate Transaction are set forth in writing and a majority of the members non-employee directors of the Company disinterested with respect to such Affiliate Transactions have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1))Directors; and (3) in the event if such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 20.0 million, the Company has Board of Directors shall also have received a written opinion from (A) an independent investment banking, banking firm of national prominence or (B) an accounting or appraisal firm of nationally recognized standing in making such determinations, in each case that is not an Affiliate of the Company to the effect that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis fair, from a Person that is not an Affiliatefinancial standpoint, to the Company and its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliate.financial point of view. 53 47

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written an opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing to the Holders that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis fair from a Person that is not financial point of view issued by an Affiliateindependent accounting, appraisal or investment banking firm of nationally recognized standing.

Limitation on Affiliate Transactions. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Issuer (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Issuer and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company Issuer has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million20,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million30,000,000 prior to the Initial Maturity Date and $40,000,000 thereafter, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) service with any Affiliate of the Company (an "Affiliate Transaction") unless: on terms (1i) that taken as a whole are less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate and (ii) that, in the event such Affiliate Transaction involves an aggregate amount in excess of $10.0 million, are not in writing and have not been approved by a majority of the members of the Board of Directors having no material personal financial interest in such Affiliate Transaction or, in the event there are no such members, as to which the Company has not obtained a Fairness Opinion (as hereinafter defined). In addition, any transaction involving aggregate payments or other transfers by the Company and its Restricted Subsidiaries in excess of $20.0 million will also require an opinion (a "Fairness Opinion") from an independent investment banking firm or appraiser, as appropriate, of national prominence, to the effect that the terms of such Affiliate Transaction transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will and each Subsidiary Guarantor shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration amount in excess of $1.0 million1,000,000 in any given fiscal year, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration amount in excess of $5.0 million5,000,000 in any given fiscal year, the Company has received a written opinion from an independent investment banking, accounting banking firm or appraisal valuation firm of nationally recognized standing that such Affiliate Transaction or series of related Affiliate Transactions is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines determine(s) that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Holdings and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company Holdings has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, to directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million, 25 million the Company has received a written opinion from an independent accounting, appraisal or investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an "“Affiliate Transaction"”) unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million10,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Borrower and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million20,000,000, the Company Borrower has received a written opinion from an independent investment banking, banking or accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(13.7(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 75.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, in any material respect than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(13.7(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Hanover will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Hanover (an "Affiliate Transaction") unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company Hanover or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Hanover and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(19.7(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company Hanover has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Holdings and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 5 million, the Company Holdings has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.. 52 46

Limitation on Affiliate Transactions. (ae) The Company Hanover will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Hanover (an "Affiliate Transaction") unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company Hanover or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Hanover and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(19.7(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company Hanover has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.