Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Subsidiary to, enter into any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless the terms thereof: (1) are no less favorable to the Company or such Subsidiary 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; (2) if such Affiliate Transaction involves an amount in excess of $5,000,000, (i) are set forth in writing and (ii) have been approved by a majority of the members of the Board of Directors of the Company or such Subsidiary having no personal stake in such Affiliate Transaction; and (3) if such Affiliate Transaction involves an amount in excess of $15,000,000, have been determined by a nationally recognized investment banking firm or, in appropriate circumstances, an internationally recognized engineering firm, to be fair from a financial standpoint to the Company and its Subsidiaries. (b) The provisions of paragraph (a) above shall not prohibit: (1) any Restricted Payment permitted to be paid pursuant to Section 10.9; (2) transactions or payments pursuant to any employee arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business of the Company or such Subsidiary; and (3) any Affiliate Transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Subsidiary to, enter into any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") ), other than reinsurance with an affiliate in the ordinary course of business, unless the terms thereof: (1) are no less favorable to the Company or such Subsidiary 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; (2) if such Affiliate Transaction involves an amount in excess of $5,000,0001,000,000, (i) are set forth in writing and (ii) have been approved by a majority of the members of the Board of Directors of the Company or such Subsidiary having no personal stake in such Affiliate Transaction; and (3) if such Affiliate Transaction involves an amount in excess of $15,000,0002,500,000, have been determined by a nationally recognized investment banking firm or, in appropriate circumstances, an internationally recognized engineering firm, to be fair from a financial standpoint to the Company and its Subsidiaries. (b) The provisions of paragraph (a) above shall not prohibit: (1) any Restricted Payment permitted to be paid pursuant to Section 10.9; (2) transactions or payments pursuant to any employee arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business of the Company or such Subsidiary; and (3) any Affiliate Transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Subsidiary to, enter into any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless the terms thereof: (1) are no less favorable to the Company or such Subsidiary 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; (2) if such Affiliate Transaction involves an amount in excess of $5,000,000, (i) are set forth in writing and (ii) have been approved by a majority of the members of the 96 EXECUTION 106 Board of Directors of the Company or such Subsidiary having no personal stake in such Affiliate Transaction; and (3) if such Affiliate Transaction involves an amount in excess of $15,000,000, have been determined by a nationally recognized investment banking firm or, in appropriate circumstances, an internationally recognized engineering firm, to be fair from a financial standpoint to the Company and its Subsidiaries. (b) The provisions of paragraph (a) above shall not prohibit: (1) any Restricted Payment permitted to be paid pursuant to Section 10.9; (2) transactions or payments pursuant to any employee arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business of the Company or such Subsidiary; and (3) any Affiliate Transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless the terms thereof: : (1) are no less favorable to the Company or such Restricted Subsidiary 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; , (2) if such Affiliate Transaction involves (or series of related Affiliate Transactions) involve aggregate payments in an amount in excess of $5,000,0001.0 million in any one year, (i) are set forth in writing writing, (ii) comply with clause (1) of this Section 4.7 and (iiiii) have been approved by a majority of the disinterested members of the Board of Directors of the Company or such Subsidiary having no personal stake in such Affiliate Transaction; and Directors, and (3) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments in an amount in excess of $15,000,0005.0 million in any one year, (i) comply with clause (2) and (ii) have been determined by a nationally recognized consulting, accounting, appraisal or investment banking firm or, in appropriate circumstances, an internationally recognized engineering firm, to be fair fair, from a financial standpoint standpoint, to the Company and its Subsidiaries. (b) The provisions of paragraph (a) above shall not prohibit: (1) any Restricted Payment permitted to be paid pursuant to Section 10.9; (2) transactions or payments pursuant to any employee arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries or, in the ordinary course case of business of the Company or such Subsidiary; and (3) any an Affiliate Transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned SubsidiariesRestricted Subsidiary, to the Company. Notwithstanding the preceding provisions of this Section 4.7(a), no fairness determination shall be required with respect to the Trademark License."