Restricted Affiliate Transactions Sample Clauses

Restricted Affiliate Transactions. To the extent there are any Non-Conflicted Members, the Company shall not, and the Board shall not permit the Company or any of its Subsidiaries to, (i) enter into, (ii) amend, modify or supplement, (iii) waive any rights or liabilities (other than any immaterial rights or liabilities) under or (iv) provide any consent or approval (other than any immaterial consent or approval) under, in each case, any Affiliate Contract (other than any entry into a De Minimis Affiliate Contract, entry into the Ancillary Agreements, any De Minimis Affiliate Contract Amendment or any amendment, modification or supplement to the Project Management Agreement for the purpose of (A) expanding the scope of the services to be provided by the Dominion Member thereunder or Exhibit B to the Project Management Agreement to add additional Project Contracts (as defined in the Project Management Agreement) to such exhibit or (B) changes to the costs of services associated with any such change to the scope of services, to the extent such costs are in accordance with the Approved Budget or are funded or committed in writing to be funded as a Dominion Member Supplemental Funding) without the prior written consent of the Majority Non-Conflicted Members; provided, further, that the Company may enter into an administrative services agreement with the Dominion Member without the approval of the Majority Non-Conflicted Members so long as it is consistent in all material respects with similar agreements entered into between the Dominion Member and its Affiliates. Notwithstanding the foregoing, the Members agree that the Company may enter into an agreement for the sale of capacity or ancillary services to the Dominion Member or an Affiliate of the Dominion Member on terms reasonably acceptable to the Majority Non-Conflicted Members (to the extent there any Non-Conflicted Members) so long as (i) such agreement would not result in the Project selling any energy or electricity to the Dominion Member or its Affiliates (including for U.S. federal income Tax purposes) and (ii) the Company receives all Governmental Approvals required by Applicable Law, including, if reasonably required, prior authorization from FERC pursuant to 18 C.F.R. § 35.39(b), to enter into such agreement.