Common use of Related Person Transactions Clause in Contracts

Related Person Transactions. Except as set forth on Schedule 3.18, (i) other than with respect to advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as a Member, employee, manager or officer, the Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any officer (or equivalent thereof) of the Company or to or for any of the Members or their Related Persons, (ii) to the Knowledge of the Company, no officer of the Company nor any of the Members or their Related Persons has received, nor is entitled to receive, any material compensation from any third Person that is engaging in any material transaction with the Company, (iii) the Company is not a party to any Contract or other commitment or transaction with any Member or their Related Persons except as specifically as set forth in the Organizational Documents of the Company (each, a “Related Person Transaction”), nor do any Related Persons have any legal or beneficial interest in the assets or property owned or used by the Company, in any Contracts to which the Company is a party, (iv) other than advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as an employee, manager, Member or officer (including benefits under Benefit Plans), there are no outstanding claims, accounts payable or receivable, intercompany loans, indebtedness or other liabilities between the Company, on the one hand, and any of the Members or any Related Persons, on the other hand, and all such Liabilities have been, or will be prior to the Closing, repaid in full, (v) the terms and conditions of any Related Person Transaction are no less favorable to the Company than could have been obtained from an unrelated third party negotiated on an arm’s-length basis, and (vi) no Related Person conducts any of the Company’s business, directly or indirectly, other than through the Members’ collective ownership or in his or her capacity as a manager or officer of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pretoria Resources Two, Inc), Merger Agreement (Pretoria Resources Two, Inc)

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Related Person Transactions. Except as set forth on Schedule 3.183.21, (i) since December 31, 2013, other than with respect to advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as a Member, an employee, manager manager, director or officerofficer (including benefits under Benefit Plans), neither the Company nor any of its Subsidiaries has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer (or equivalent thereof) of the Company or any of its Subsidiaries or to or for any of the Members or their Related Persons, (ii) to the Knowledge of the Company, no officer or director of the Company or any of its Subsidiaries nor any of the Members or their Related Persons has received, nor is entitled to receive, any material compensation from any third Person that is engaging in any material transaction with the CompanyCompany or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is not a party to any Contract or other commitment or transaction with any Member or their Related Persons except as specifically contemplated by the Transaction Documents or as set forth in in the Organizational Documents organizational documents of the Company and its Subsidiaries (each, a “Related Person Transaction”), nor do any Related Persons have any legal or beneficial interest in the assets or property owned or used by the CompanyCompany or any of its Subsidiaries, in any Contracts to which the Company or any of its Subsidiaries is a party, (iv) other than advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as an employee, manager, Member director or officer (including benefits under Benefit Plans), there are no outstanding claims, accounts payable or receivable, intercompany loans, indebtedness or other liabilities between the CompanyCompany or any of its Subsidiaries, on the one hand, and any of the Members or any Related Persons, on the other hand, and all such Liabilities have been, or will be prior to the Closing, repaid in full, (v) since December 31, 2013, there has been no material amendment to any Related Person Transaction, (vi) the terms and conditions of any Related Person Transaction are no less favorable to the Company or any of its Subsidiaries than could have been obtained from an unrelated third party negotiated on an arm’s-length basis, and (vivii) no Related Person conducts any of the Company’s or any of its Subsidiaries’ business, directly or indirectly, other than through the Members’ collective ownership or in his or her capacity as a manager manager, director or officer of the CompanyCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)

Related Person Transactions. Except as set of the Company Disclosure Schedule, sets forth on Schedule 3.18a true, correct and complete list of all (i) Contracts, transactions, understanding or arrangements between any Group Company and any Related Person of any Group Company other than with respect transactions between the Company and its wholly-owned Subsidiaries and compensation paid to advancementsdirectors, officers or obligations to reimburse, expenses or travel allowances and similar items employees in the ordinary course Ordinary Course of business or with respect to remuneration for services rendered in the ordinary course of business as a Member, employee, manager or officer, the Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any officer (or equivalent thereof) of the Company or to or for any of the Members or their Related Persons, Business; and (ii) to the Knowledge of the Companyagreements, no officer of the Company nor arrangements or understandings by any of the Members or their Related Persons has received, nor is entitled to receive, any material compensation from any third Person that is engaging in any material transaction with the Company, (iii) the Company is not a party to any Contract or other commitment or transaction with any Member or their Related Persons except as specifically as set forth in the Organizational Documents of the Company (each, a “Related Person Transaction”), nor do any Related Persons have any legal or beneficial interest in the assets or property owned or used by the Company, in any Contracts to which the Company is a party, (iv) other than advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as an employee, manager, Member or officer (including benefits under Benefit Plans), there are no outstanding claims, accounts payable or receivable, intercompany loans, indebtedness or other liabilities between the Group Company, on the one hand, and any of the Members or their respective Related Persons (other than any Related PersonsGroup Company), on the other hand, and all such Liabilities have been, that involve continuing liabilities or will be prior to the Closing, repaid in full, (v) the terms and conditions obligations of any Group Company (collectively, the “Related Person Transaction are no less favorable to Transactions”). Other than as set forth on Section 3.26 of the Company than could have been obtained from an unrelated third party negotiated on an arm’s-length basisDisclosure Schedule, no Group has any material Liabilities or obligations to any Related Person, and (vi) no Related Person conducts owns or has any material interest in any material property or asset (real, personal or mixed, tangible or intangible) leased, licensed, owned, used or held for use by any Group Company. Except as set forth on Section 3.26 of the Company Disclosure Schedule, no Related Person (x) has any material commercial relationship (including as landlord, tenant, vendor, distributor, customer, consultant, creditor, supplier, licensee, licensor, competitor, representative or other business relationship) with the any Group Company, (y) has any ownership interest in (other than ownership of up to two percent (2%) of the outstanding equity of a Person that is publicly traded on a national securities exchange or in the over-the-counter market so long as such Related Person has no active participation in connection with the business of such Person) or has made any loan to, or is a director (or applicable equivalent), officer or employee of any Person to whom any Group Company has a material commercial relationship (including as landlord, tenant, vendor, distributor, customer, consultant, creditor, supplier, licensee, licensor, competitor, representative or other business relationship) or (z) is a party to any Legal Proceeding that is pending or, to the Company’s businessKnowledge, directly or indirectlythreatened, other than through against the Members’ collective ownership or in his or her capacity as a manager or officer Group Company. Since January 1, 2019, no assets of the CompanyGroup Companies and no employees of the Group Companies have been transferred to any Related Party, and no Liabilities of a Related Party have been assumed.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tiptree Inc.)

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Related Person Transactions. Except as set forth on Schedule 3.183.21, (i) other than with respect to advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as a Member, an employee, manager manager, director or officerofficer (including benefits under Benefit Plans), neither the Company nor any of its Subsidiaries has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer (or equivalent thereof) of the Company or any of its Subsidiaries or to or for any of the Members or their Related Persons, (ii) to the Knowledge of the Company, no officer or director of the Company or any of its Subsidiaries nor any of the Members or their Related Persons has received, nor is entitled to receive, any material compensation from any third Person that is engaging in any material transaction with the CompanyCompany or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is not a party to any Contract or other commitment or transaction with any Member or their Related Persons except as specifically contemplated by the Transaction Documents or as set forth in in the Organizational Documents organizational documents of the Company and its Subsidiaries (each, a “Related Person Transaction”), nor do any Related Persons have any legal or beneficial interest in the assets or property owned or used by the CompanyCompany or any of its Subsidiaries, in any Contracts to which the Company or any of its Subsidiaries is a party, (iv) other than advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business or with respect to remuneration for services rendered in the ordinary course of business as an employee, manager, Member director or officer (including benefits under Benefit Plans), there are no outstanding claims, accounts payable or receivable, intercompany loans, indebtedness or other liabilities between the CompanyCompany or any of its Subsidiaries, on the one hand, and any of the Members or any Related Persons, on the other hand, and all such Liabilities have been, or will be prior to the Closing, repaid in full, (v) the terms and conditions of any Related Person Transaction are no less favorable to the Company or any of its Subsidiaries than could have been obtained from an unrelated third party negotiated on an arm’s-length basis, and (vi) no Related Person conducts any of the Company’s or any of its Subsidiaries’ business, directly or indirectly, other than through the Members’ collective ownership or in his or her capacity as a manager manager, director or officer of the CompanyCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Chart Acquisition Corp.)

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