Related Party Contracts. Prior to the Effective Time, the Company shall have taken all actions necessary to terminate, and shall cause to be terminated, each Related Party Contract other than those listed on Section 6.13 of the Company Disclosure Schedule, in each case without any further liability or obligation of the Company, the Surviving Corporation, Purchaser or any of their respective Subsidiaries or Affiliates and, in connection therewith, the Company (or its applicable Subsidiary) shall have received from the other party to such Related Party Contract a release in favor of the Company, the Surviving Corporation, Purchaser and their respective Subsidiaries and Affiliates from any and all liabilities or obligations arising out of such Related Party Contract.
Related Party Contracts. Except as set forth in Schedule 6.14, Seller shall cause all of the Related Party Contracts to be terminated on or prior to Closing.
Related Party Contracts. Schedule 7.1(y) contains a complete and accurate list and description of all Contracts and other transactions entered into by each Loan Party with any Related Party, other than employment or other contracts for services and other than contracts providing for grants under the Borrower's omnibus equity incentive plan, and all loans and advances owed by each Loan Party to any Related Party.
Related Party Contracts. The Contractor shall comply with the requirements of the Reimagining Education and Career Help (REACH) Act, Chapter 0000-000, Laws of Florida (House Bill 1507) as specified in Attachment 3, The Florida Department of Economic Opportunity Memorandum dated July 1, 2021 attached hereto and incorporated herein by reference. The Contractor shall provide a completed Disclosure and Certification of Conflict of Interest in a Contract, Attachment 5.
Related Party Contracts. There are, and on the Effective Date there ----------------------- will be, no loans, leases or other Whitco Contracts outstanding between Whitco and any of its officers, partners, any holders of more than five percent (5%) or more of the Units or any person related to or affiliated with any such officers or directors or holders of more than five percent (5%) or more of the Units.
Related Party Contracts. Each Related Party Contract not listed on Section 6.6 of the Company Disclosure Schedule shall have been terminated.
Related Party Contracts. The entry into, termination or variation of any material contract or arrangement between any member of the Group and an Investor or an Investor Group member, other than (i) as expressly provided for in this Agreement; or (ii) a contract on arm’s length terms in the ordinary course of business.
Related Party Contracts. (1) The Corporation, on behalf of itself or on behalf of the Partnership, the Project Partnership or the Project General Partner, or Subsidiaries of the Corporation, the Partnership, the Project Partnership or the Project General Partner, shall not enter into any Related Party Contracts after the date of this Agreement (each, a “New Related Party Contract”) without first complying with the following, subject to Section 2.8(2) below:
(a) the Corporation shall provide written notice to PSP setting out details of the scope of services to be provided by Corporation, on behalf of itself or on behalf of the Partnership, the Project Partnership or the Project General Partner or Subsidiaries of the Corporation, the Partnership, the Project Partnership or the Project General Partner or such other related party under such New Related Party Contract and the corresponding fees payable to Corporation, on behalf of itself or on behalf of the Partnership, the Project Partnership or the Project General Partner or Subsidiaries of the Corporation, the Partnership, the Project Partnership or the Project General Partner or such other related party thereunder.
(b) Within thirty (30) days of such a notice, PSP may object to such New Related Party Contract on the ground that either the scope of services to be provided is not reasonable or that the proposed fees payable in respect of such New Related Party Contract are not within the range of “market fees” (factoring in the proposed scope).
(c) If PSP objects to the New Related Party Contract prior to the expiration of the thirty (30) day notice period provided for in clause (b), above, then the matter shall be referred to a dispute resolution process (such process to include mediation through progressively senior levels of each of PSP and the Corporation, following which the matter shall be referred to an independent third party expert reasonably selected by PSP, who shall determine if the scope of services to be provided is not reasonable or that the proposed fees payable in respect of such New Related Party Contract are not within the range of “market fees” (factoring in the proposed scope).
(d) If PSP does not object to the New Related Party Contract prior to the expiration of the thirty (30) day notice period provided for in clause (b), above, or if the independent third party expert, referred to in clause (c), above, so determines that the proposed scope of services is reasonable and that the proposed fees payable in respec...
Related Party Contracts. 4.4.1 Subject to applicable law, an Interested Party may enter into, vary or terminate (in each case, insofar as it has the right to do so thereunder and in accordance with the terms thereof) a Related Party Contract and retain any benefits under a Related Party Contract provided that the entry into or variation of the Related Party Contract is on an arm’s length basis and either (a) the Related Party Contract is a Joint Venture Document or (b) the Board has passed a resolution approving the participation by the Interested Party in the Related Party Contract.
4.4.2 Subject to applicable law and clauses 4.4.4 and 20.3, an Interested Party:
(a) shall disclose all conflicts of interest relevant to it of which it is aware and which is applicable to the matter to be discussed at a meeting of the Shareholders or Board;
(b) may be present while a Related Party Contract is considered at a meeting of the Shareholders or Board;
(c) may vote on a resolution of the Shareholders or Board in relation to the Related Party Contract or any matters concerning a Related Party Contract; and
(d) may be counted in any quorum for a meeting of the Shareholders or Board in relation to a Related Party Contract when such contract is discussed.
4.4.3 Each of the Shareholders undertakes with the other of them that (unless otherwise agreed in writing by the other of them) it will join with the other of them in procuring that the Company and any Indirect Investment Vehicle:
(a) observes and performs in all respects the provisions of any contract, agreement or arrangement which the Company or any Indirect Investment Vehicle is a party; and
(b) enforces the observance and performance in all respects by the other party or parties thereto of the provisions of any contract, agreement or arrangement which the Company or any Indirect Investment Vehicle is a party.
4.4.4 The Shareholders agree to procure that in respect of any contract, agreement or arrangement between the Company or any Indirect Investment Vehicle on the one hand and any of the Shareholders or any of their respective Associates on the other hand all decisions relating to:
(a) the assertion, enforcement or defence of any claim relating to any such contract, agreement or arrangement (including the commencement, conduct, settlement or abandonment of proceedings in connection with the claim or the assertion of material breach under the contract, agreement or arrangement);
(b) the exercise of any rights of termination under such co...
Related Party Contracts. Except as set forth in the Chesapeake SEC Reports or in Section 4.20 of the Chesapeake Disclosure Schedule, Chesapeake has no agreements, arrangements or commitments with related parties (including stockholders, directors and officers) and each of the related-party agreements was entered into between Chesapeake and the party thereto on an arm's-length basis on terms no less favorable to Chesapeake than it could obtain from an unrelated third party.
