Common use of Limitation on Transactions with Affiliates and Related Persons Clause in Contracts

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly enter into any transaction not in the ordinary course of business (including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance) involving aggregate consideration in excess of $200,000, with any Affiliate or Related Person of the Company (other than the Company or a Restricted Subsidiary of the Company), unless the Board of Directors shall determine in its reasonable good faith judgment and evidenced by a Board Resolution filed with the Trustee that: (1) such transaction is in the best interests of the Company or such Restricted Subsidiary; and (2) such transaction is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate or a Related Person; provided that the payment of discretionary annual bonuses pursuant to the Management Services Agreement may be made only if, immediately after giving effect to such payment, the Company could Incur at least $1.00 of additional Debt pursuant to the first paragraph of Section 1008. Notwithstanding the foregoing, this Section 1014 will not apply to (i) transactions between the Company and any of its Restricted Subsidiaries or between its Restricted Subsidiaries, (ii) any payments or transactions permitted pursuant to Section 1010, (iii) the payment of reasonable annual compensation and reasonable and customary fees to directors or executive officers of the Company or any of its Restricted Subsidiaries, (iv) payments for management fees (not to exceed a base fee of $50,000 per month for these services, subject to annual automatic increases based upon the consumer price index) and reimbursements for reasonable costs, charges or expenses by the Company to Southwestern Holdings, Inc. in accordance with the terms of the Management Services Agreement and (v) payments pursuant to any tax sharing agreement or arrangement among the Company and all or any of its Subsidiaries or among all or any of its Subsidiaries.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly enter into any transaction not in the ordinary course of business (including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance) involving aggregate consideration in excess of $200,0001,000,000, with any Affiliate or Related Person of the Company (other than the Company or a Restricted Subsidiary of the Company), unless the Board of Directors shall determine in its reasonable good faith judgment and evidenced by a Board Resolution filed with the Trustee that: (1) such transaction is in the best interests of the Company or such Restricted Subsidiary; and (2) such transaction is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate or a Related Person; provided that the payment of discretionary annual bonuses pursuant to the Management Services Agreement may be made only if, immediately after giving effect to such payment, the Company could Incur at least $1.00 of additional Debt pursuant to the first paragraph of Section 1008. Notwithstanding the foregoing, this Section 1014 will not apply to (i) transactions between the Company and any of its Restricted Subsidiaries or between its Restricted Subsidiaries, (ii) any payments or transactions permitted pursuant to Section 1010, (iii) the payment of reasonable annual compensation and reasonable and customary fees to directors or executive officers of the Company or any of its Restricted Subsidiaries, (iv) payments for management fees (not required to exceed a base fee be made by any Unrestricted Subsidiary of $50,000 per month for these services, subject to annual automatic increases based upon the consumer price index) and reimbursements for reasonable costs, charges or expenses by the Company to Southwestern Holdingsthe Company or to any of its Restricted Subsidiaries pursuant to management agreements, Inc. in accordance with the terms of the Management Services Agreement and (v) payments pursuant to any tax sharing agreement or arrangement among the Company and all or any of its Subsidiaries or among all or any of its Subsidiaries.

Limitation on Transactions with Affiliates and Related Persons. The Company shall will not, and shall will not permit permit, cause or suffer any Restricted Subsidiary of the Company to, directly or indirectly indirectly, conduct any business or enter into any transaction not in (or series of related transactions) with or for the ordinary course of business (including, without limitation, the purchase, sale, lease or exchange of property, the rendering benefit of any service of their respective Affiliates or the making any beneficial holder of any loan 10% or advance) involving aggregate consideration in excess of $200,000, with any Affiliate or Related Person more of the Company (other than the Company or a Restricted Subsidiary of the Company), unless the Board of Directors shall determine in its reasonable good faith judgment and evidenced by a Board Resolution filed with the Trustee that: (1) such transaction is in the best interests Equity Interests of the Company or such any officer, director or employee of the Company or any Restricted Subsidiary; and Subsidiary (2each an "Affiliate Transaction"), unless (a) such transaction Affiliate Transaction is on terms not materially which are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could would be obtained available in a comparable arm's length transaction with an entity unaffiliated third party, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of the Board of Directors of FV Inc. shall have approved such transaction and determined that is not an such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Related Person; provided that the payment Fair Market Value of discretionary annual bonuses pursuant to the Management Services Agreement may be made only if, immediately after giving effect to such payment$25.0 million or more, the Company could Incur at least $1.00 shall have obtained a written opinion from an Independent Financial Advisor stating that the terms of additional Debt pursuant such Affiliate Transaction are fair to the first paragraph Company or the Restricted Subsidiary, as the case may be, from a financial point of Section 1008view. Notwithstanding the foregoing, the restrictions set forth in this Section 1014 will 4.03 shall not apply to (i) transactions between with or among the Company and any of its Restricted Subsidiaries or between its the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments or transactions under any indemnification arrangements permitted pursuant to Section 1010by applicable law, (iii) the payment Agreement of reasonable annual compensation and reasonable and customary fees to directors or executive officers Limited Partnership of the Company as in effect on the Issue Date, including any amendment or extension thereof that does not otherwise violate any of its Restricted Subsidiariesother covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the Issue Date (as in effect on the Issue Date), (iv) payments for management fees (not to exceed a base fee of $50,000 per month for these services, subject to annual automatic increases based upon the consumer price index) issue and reimbursements for reasonable costs, charges or expenses sale by the Company to Southwestern Holdingsits partners or stockholders of Qualified Equity Interests, Inc. (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with the terms clauses (i) through (vi) of the Management Services Agreement penultimate paragraph of Section 4.06), (vi) loans and (v) payments pursuant advances to any tax sharing agreement or arrangement among officers, directors and employees of the Company and all the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or any of financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries or among all or any in the ordinary course, (viii) the Incurrence of its Subsidiariesintercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facility.