Common use of Transaction with Interested Persons Clause in Contracts

Transaction with Interested Persons. (a) Unless entered into in bad faith, no commercial contract or transaction entered into on arms-length terms between the Company or any of its subsidiaries and one of its or their Managers, Officers or Members, or between the Company or any of its subsidiaries and any other Person in which one or more of its or any of its subsidiaries’ Managers, Officers or Members have a financial interest or are directors, partners, members, stockholders, officers or employees, shall be voidable solely for this reason or solely because said Member, Manager or Officer was present or participated in the authorization of such contract or transaction if: (i) the material facts as to the relationship or interest of said Person and as to the contract or transaction were disclosed or known to the Board of Managers and the contract or transaction was authorized by a majority of the votes held by disinterested members of the Board of Managers (if any); or (ii) the contract or transaction was approved by the affirmative vote or written consent of the Requisite Preferred Holders. Subject to compliance with the provisions of this Section ‎3.10, no Member, Manager or Officer 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 other Member, Manager or 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. (b) The Company hereby renounces, to the fullest extent permitted by the Act and applicable law, any interest or expectancy of the Company in, or in being offered, an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Manager who is not an employee or consultant of the Company or any of its subsidiaries, or (ii) any holder of Units or any partner, member, director, stockholder, officer, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a Manager (each of (i) and (ii), an “Investor Business Opportunity”). To the fullest extent permitted by law, and solely in connection therewith, the Company hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could limit any Covered Person from pursuing or engaging in any Investor Business Opportunity.

Transaction with Interested Persons. (a) Unless entered into in bad faith, no commercial contract or transaction entered into on arms-length terms between the Company or any of its subsidiaries and one of its or their ManagersDirectors, Officers or Members, or between the Company or any of its subsidiaries and any other Person in which one or more of its or any of its subsidiaries’ ManagersDirectors, Officers or Members have a financial interest or are directors, partners, members, stockholders, officers or employees, shall be voidable solely for this reason or solely because said Member, Manager Director or Officer was present or participated in the authorization of such contract or transaction if: (i) the material facts as to the relationship or interest of said Person and as to the contract or transaction were disclosed or known to the Board of Managers Directors and the contract or transaction was authorized by a majority of the votes held by disinterested members of the Board of Managers Directors (if any); or (ii) the contract or transaction was approved by entered into on terms and conditions that were fair and reasonable to the affirmative vote or written consent Company as of the Requisite Preferred Holderstime it was authorized, approved or ratified. Subject to compliance with the provisions of this Section ‎3.103.11, no Member, Manager Director or Officer 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 other Member, Manager Director or 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. (b) The Company hereby renounces, to the fullest extent permitted by the Act and applicable law, any interest or expectancy of the Company in, or in being offered, an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Manager Director who is not an employee or consultant of the Company or any of its subsidiaries, or (ii) any holder of Units or any partner, member, director, stockholder, officer, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a Manager Director (each of (i) and (ii), an “Investor Business Opportunity”). To the fullest extent permitted by law, and solely in connection therewith, the Company hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could limit any Covered Person from pursuing or engaging in any Investor Business Opportunity.

Transaction with Interested Persons. (a) Unless entered into in bad faith, no commercial contract or transaction entered into on arms-length terms between the Company or any of its subsidiaries and one of its or their ManagersDirectors, Officers or Members, or between the Company or any of its subsidiaries and any other Person in which one or more of its or any of its subsidiaries’ ManagersDirectors, Officers or Members have a financial interest or are directors, partners, members, stockholders, officers or employees, shall be voidable solely for this reason or solely because said Member, Manager Director or Officer was present or participated in the authorization of such contract or transaction if: (i) the material facts as to the relationship or interest of said Person and as to the contract or transaction were disclosed or known to the Board of Managers Directors and the contract or transaction was authorized by a majority of the votes held by disinterested members of the Board of Managers Directors (if any); or (ii) the contract or transaction was approved by entered into on terms and conditions that were fair and reasonable to the affirmative vote or written consent Company as of the Requisite Preferred Holderstime it was authorized, approved or ratified. Subject to compliance with the provisions of this Section ‎3.10, no No Member, Manager Director or Officer 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 other Member, Manager Director or 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. (b) The Company hereby renounces, to the fullest extent permitted by the Act and applicable law, any interest or expectancy of the Company in, or in being offered, an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Manager Director who is not an employee or consultant of the Company or any of its subsidiaries, or (ii) any holder of Units or any partner, member, director, stockholder, officer, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a Manager Director (each of (i) and (ii), an “Investor Business Opportunity”). To the fullest extent permitted by law, and solely in connection therewith, the Company hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could limit any Covered Person from pursuing or engaging in any Investor Business Opportunity.

Transaction with Interested Persons. (a) Unless entered into in bad faith, no commercial contract or transaction entered into on arms-length terms between the Company Operating Company, on the one hand, and the Managing Member, any other Member, any Affiliate of any of the foregoing, any director or officers of any of the foregoing, or any other corporation, partnership, association or other organization in which the Managing Member, any other Member, any Affiliate of its subsidiaries and one any of its or their Managers, Officers or Membersthe foregoing, or between the Company any director or officer of any of its subsidiaries and any other Person in which one or more of its or any of its subsidiaries’ Managersthe foregoing, Officers or Members have a financial interest or are shareholders, members, directors, partners, membersdirectors or officers, stockholders, officers or employeeson the other hand, shall be voidable solely for this reason or solely because said the Managing Member, Manager such other Member or Officer was present or any of their respective Affiliates participated in the authorization of such contract or transaction if: if (ia) the material facts as to the relationship or interest of said Person such person and as to the contract or transaction were disclosed or known to the Managing Member (acting at the direction of the Purchaser’s Board of Managers Directors (or any committee thereof)) or the other Members, as applicable, and (b) the contract or transaction was authorized and approved by a majority of the votes held by disinterested members of the Board of Managers (if any); or (ii) the contract or transaction was approved by the affirmative vote or written consent Directors of the Requisite Preferred Holders. Subject to compliance Managing Member (acting at the direction of the Purchaser’s Board of Directors (or a committee thereof)) and the other Members, as applicable, in accordance with the provisions of this Agreement (including Section ‎3.104.01(c)(viii) hereof, no if applicable), and, if such conditions have been satisfied, none of the Managing Member, Manager any other Member or Officer any of their respective Affiliates interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Operating Company, the Managing Member or any other MemberMember or their Affiliates, Manager 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. ; provided, however, that the Managing Member (bacting at the direction of the Purchaser’s Board of Directors (or any committee thereof)) The Company hereby renounces, shall approve any such contract or transaction contemplated by this Article 7 only if it has reasonably determined in good faith that such contract or transaction is on terms that are fair and reasonable and no less favorable to the fullest extent permitted by Operating Company than the Act and applicable law, any interest or expectancy of the Company in, or Managing Member would expect to obtain in being offered, an opportunity to participate in, any matter, a comparable arms-length transaction or interest that is presented to, or acquired, created or developed by, or with a Person which otherwise comes into the possession of, (i) any Manager who is not an employee or consultant of the Company or any of its subsidiaries, or (ii) any holder of Units or any partner, member, director, stockholder, officer, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a Manager (each of (i) and (ii), an “Investor Business Opportunity”). To the fullest extent permitted by law, and solely in connection therewith, the Company hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could limit any Covered Person from pursuing or engaging in any Investor Business OpportunityAffiliate.