No Discussions With Others. For and in consideration of Suburban's undertaking to investigate the business of the Company and to prepare a definitive purchase agreement and to incur expenses in connection therewith, and for other value received, until 5:00 p.m. Eastern Daylight Time on June 30, 1999, neither the Company nor any of the Company's officers, directors, management employees, affiliates, or agents will, directly or indirectly, solicit, encourage, negotiate, discuss, or accept any offer, bid, or proposal from, or negotiate or discuss with, any other person or entity respecting any transactions involving a merger of the Company, the sale of shares in or assets of the Company or any other business combination involving the Company. In addition, the Company will immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions, or negotiations with any other person or entity with respect to any transactions of the type described in the preceding sentence. Furthermore, if the Company or any employee or agent receives a proposal of the type described in such sentence, then the Company will immediately notify Suburban of the receipt of such proposal and will promptly provide to Suburban a copy of such proposal (or if such proposal is not in writing, a written summary of its terms).

No Discussions With Others. From the date hereof continuing through the Closing Date or the early termination of this Agreement, the Seller shall not, nor shall it permit any of its subsidiaries to, nor shall it or any of its subsidiaries authorize or permit any director or officer of the Seller and the Seller shall direct and use its reasonable best efforts to cause its subsidiaries’ employees, agents and representatives, including any investment banker, attorney, accountant or other advisor or representative of the Seller or any of its subsidiaries, to, directly or indirectly: (i) solicit, initiate, negotiate or encourage, or take any other action to facilitate, any inquiry, offer or the making of any proposal for (or which may reasonably be expected to lead to) any acquisition or purchase of assets or equity interest in the Seller or any of its subsidiaries or any merger, consolidation, amalgamation, arrangement, business combination, sale of all or a significant portion of assets, sale of securities, recapitalization, tender or exchange offer for securities of, liquidation, dissolution, winding up, extraordinary dividend or distribution, share repurchase or other similar transaction involving the Seller or any of its subsidiaries or any other corporate transaction the consummation of which would, or could reasonably be expected to, impair, impede, frustrate, interfere with, prevent or delay the consummation of this Agreement (each a “Takeover Proposal”) or (ii) propose, continue, enter into or participate in any discussions or negotiations regarding any of the foregoing, or terminate, modify or waive, or fail to enforce any provisions of any standstill or similar agreement (other than involving Purchaser or its affiliates), or furnish to another person any information with respect to the Seller’s or any of its subsidiaries’ business, properties or assets in connection with or relating to any of the foregoing, or where it might reasonably be likely to lead to any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, an effort or attempt by any person (other than Purchaser and its affiliates) to do or seek any of the foregoing. In the event the Seller or any of its subsidiaries’ directors, officers, employees, agents or representatives receives a Takeover Proposal, the Seller shall promptly inform Purchaser of all material terms and conditions thereof and the identity of the person making such Takeover Proposal and shall kee...

No Discussions With Others. (a) From the date hereof until the Closing, neither Parent, Seller nor any of their respective officers, directors, management employees, Affiliates, related Persons or entities and agents shall, (i) negotiate or discuss with any Person other than Purchaser any transaction involving the sale of the Seller's Business or any of the Transferred Assets (except for sales of inventory in the ordinary course of business or other fixed assets with a book value, in the aggregate, of $5,000 or less), or any other business combination involving the Seller's Business, (ii) reveal the terms of this Agreement to any Person except as required by Law or for the purpose of carrying out the transactions contemplated herein, or (iii) solicit, encourage, discuss or accept any offer, bid or proposal from any other Person respecting any transaction involving the Seller's Business or any of the Transferred Assets, or the sale of any of the Transferred Assets (except for sales of inventory or other transactions in the ordinary course of Seller's Business consistent with prior practices), or any other business combination involving the Seller's Business or any of the Transferred Assets. If Parent, Seller or any of their respective employees or agents receives or becomes aware of the existence of a proposal of the kind described in the preceding clause (iii) prior to the Closing, then Parent or Seller shall immediately notify Purchaser of the receipt of such proposal and shall promptly provide Purchaser with a copy of such proposal (or if such proposal is not in writing, a written summary of its terms).

No Discussions With Others. Until this Agreement terminates, neither Seller, the Shareholders nor any of their respective Affiliates, officers, directors, employees, agents, or advisors shall, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other Person relating to (a) the acquisition of Seller, its assets or businesses, in whole or in part, through purchase, merger, consolidation, share exchange or otherwise, or (b) the employment of any Shareholder.

No Discussions With Others

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Communications with Accountants Each of the Borrowers authorizes the Administrative Agent and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Accountants and authorizes the Accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of such Borrower or any of its Subsidiaries. At the request of the Administrative Agent, such Borrower shall deliver a letter addressed to the Accountants instructing them to comply with the provisions of this §8.9.2.
Access to Records; Discussions With Officers and Accountants On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents: (i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction; (ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-Servicer; and (iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, provided that an officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.
Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.
Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.
Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.
Extensions; Waivers Any party may, for itself only, (i) extend the time for the performance of any of the obligations of any other party under this Agreement, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.
Transactions with Insiders So long as the Notes are outstanding without a majority of the Subscribers consent, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, materially amend, materially modify or materially supplement, or permit any Subsidiary to enter into, materially amend, materially modify or materially supplement, any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. “Affiliate” for purposes of this Section 9(t) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes of the Transaction Documents means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.
Relations with Governments 26 5.29 Disclosure......................................................26 5.30
TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.
Transactions with Related Parties Borrower shall not purchase, acquire, or sell any equipment, other personal property, real property or services from or to any affiliate, except in the ordinary course of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

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