Self-Dealing Unless entered into in bad faith, no contract or transaction between the Company and one or more of its Members, officers, or employees, or between the Company and any other entity or organization in which one or more of its Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Member, officer, or employee 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 or any other Person 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. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes conclusive evidence that such transaction is permitted under this section.
Other Dealings The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.
Routine Dealings The Custodian will, in general, attend to all routine and mechanical matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other property of each Fund except as may be otherwise provided in this Agreement or directed from time to time by Instructions from any particular Fund. The Custodian may also make payments to itself or others from the Assets for disbursements and out-of-pocket expenses incidental to handling Securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the appropriate Fund.
Exclusive Dealing Commencing on the date of this Agreement and until the first to occur of (x) the Closing, (y) the termination of this Agreement pursuant to Section 9.01, or (z) August 15, 2007 (such period, the “Exclusivity Period”), none of the Company, or the Sellers shall, nor shall the Company, or the Sellers permit or cause any of their respective Affiliates, Subsidiaries, officers, managers, directors, employees, investment bankers, consultants, representatives or other agents, to directly or indirectly, (i) sell or otherwise transfer any equity interests in the Company or its Subsidiaries or enter into any agreement to sell or otherwise transfer such an equity interest; (ii) take any action to solicit, initiate, entertain, facilitate, encourage, negotiate, accept or discuss, directly or indirectly, any proposal or offer to acquire all or any portion of the Company, its Subsidiaries or their assets (excluding any sale of assets in the ordinary course of business), whether by merger, sale of stock, sale of assets, recapitalization or otherwise (each, an “Acquisition Proposal”); (iii) engage in discussions or negotiations with any third party with respect to an Acquisition Proposal; (iv) enter into any agreement or other commitment or otherwise consummate or agree to consummate an Acquisition Proposal; (v) disclose or provide any nonpublic information relating to the Company or its Subsidiaries (including this Agreement) in connection with an Acquisition Proposal; (vi) afford access to the properties, books or records of the Company or its Subsidiaries to any third party that has made any Acquisition Proposal; or (vii) pursue other acquisitions or divestitures without consulting with Buyer. The Sellers shall, and shall cause the Company and its agents to immediately cease and cause to be terminated all discussions and negotiations, if any, that have taken place prior to the date hereof with respect to any Acquisition Proposal. During the Exclusivity Period, the Sellers shall promptly provide Buyer with written notice of any Acquisition Proposal or indication of interest relating to a potential Acquisition Proposal received by the Sellers or their respective representatives. Such notice shall include a reasonably detailed description of the proposed Acquisition Proposal.
Trustee Dealings with Company The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
Good Faith and Fair Dealing The Parties agree to act in accordance with the principles of good faith and fair dealing in the performance of the Agreement.