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Transaction with Related Parties Sample Clauses

Transaction with Related Parties. Effective as of the Closing Date, except as otherwise provided in Sections 5.9 through 5.12, 5.15, 5.26, 5.27 and 2.7.1(j) of this Agreement, Seller shall have terminated and canceled all contracts, commitments and agreements (including employment relationships) relating to the Acquired Assets or the Business, between Seller, any Affiliate of Seller (including Citizens), any officer or director of any Seller Party, or any Affiliate of the foregoing. Seller shall be solely liable for any contractual or other claims, express or implied arising out of the termination and cancellation of any of the foregoing raised by any party thereto.
Sample 1Sample 2See All (5)
Transaction with Related Parties. The Corporation has a management agreement with a managing agent whose principal is the general partner of Xxxxxxxx Xxxxxxx Company, the cooperative's sponsor.
Sample 1
Transaction with Related Parties. No officer, director, member, equityholder or Affiliate of the Company, or, to the Knowledge of the Company, any entity in which any such Person owns any beneficial interest, is currently a party to any transaction or Contract with the Company, other than (a) payment of compensation for employment or reimbursement of expenses to employees consistent with past practice (provided, that all Contracts related to this clause (a) have been made available by the Company to the Purchaser), and (b) Contracts which will be terminated at or prior to the Closing without any further obligation to the Company. Furthermore, no officer, director, employee, equityholder or Affiliate of the Company or, to the Knowledge of the Company, any entity in which any such Person or individual owns any beneficial interest, (i) has any direct or indirect legal interest in any asset or property used by the Company, (ii) sold, transferred, licensed (or sublicensed) or leased (or subleased), directly or indirectly, any property or services to the Company, (iii) purchased, acquired, licensed (or sublicensed) or leased (or subleased), directly or indirectly, any property or services from the Company, (iv) loaned or advanced, directly or indirectly, any money to the Company, (v) received a loan or advance from the Company or (vi) possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person which is a client, supplier, customer, lessor, lessee or competitor of the Company.
Sample 1
Transaction with Related Parties. Except as set forth on Schedule 3.9 or for matters in the ordinary course of business, such as claims for salary, expense reimbursements, and similar items, neither the Shareholder nor any person who is affiliated with him has any claim of any kind against any Mesa Company or Subsidiary.
Sample 1
Transaction with Related Parties. The Company has not entered into any Related Party Transactions or any material contract or transactions with any related party, director or shareholder of the Company or with any Persons who are related to the directors or shareholders of the Company or with any firms or companies in which any of the directors or the shareholders is interested which is not on arm’s length basis, other than as reflected in Accounts.
Sample 1
Transaction with Related Parties. The Company may agree, contract, or arrange with any Manager, Member or Officer or any Affiliate of any Manager, Member or Officer, for any Company purpose, provided that the terms and provisions of any such agreement, contract or arrangement must be approved as provided in Section 4.6(c).
Sample 1
Transaction with Related Parties. Effective as of the Closing Date, Seller shall have terminated and canceled all contracts, commitments and agreements (including employment relationships) relating to the Acquired Assets or the Business, between Seller, any Affiliate of Seller (including PEI), any officer or director of Seller or PEI, or any Affiliate of the foregoing. Seller shall be solely liable for any contractual or other claims, express or implied arising out of the termination and cancellation of any of the foregoing raised by any party thereto.
Sample 1
Transaction with Related Parties. No Related Party is or has been since January 1, 2019, a party to any transaction, agreement or understanding with Seller except for arrangements disclosed on Section 3.20 of the Disclosure Schedules. Section 3.20 of the Disclosure Schedules separately identifies all services that any Related Party provides to the Business and all outstanding liabilities of any Related Party that are related to the Business. No Related Party uses any of the Purchased Assets for purposes not related to the Business. No Related Party has any claim of any nature, including any inchoate claim, against any assets used in the Business (including the Purchased Assets). No Related Party, directly or indirectly, owns or is engaged in any business that competes directly or indirectly with Seller. Except as disclosed on Section 3.20 of the Disclosure Schedules or as otherwise expressly provided by this Agreement or by any other agreement: (i) no Related Party will at any time after the Closing for any reason, directly or indirectly, be or become entitled to receive any payment or transfer of money or other property of any kind from Buyer with respect to facts, circumstances or events existing or occurring on or before the Closing Date; and (ii) Buyer will not at any time after the Closing for any reason, directly or indirectly, be or become subject to any obligation to any Related Party with respect to facts, circumstances or events existing or occurring on or before the Closing Date.
Sample 1

Related to Transaction with Related Parties

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

  • Cooperation with Financing The Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Transaction with Affiliates The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions shall not apply to (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Date.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • COOPERATION WITH THIRD PARTIES The Contractor shall be responsible for fully cooperating with any third party, including but not limited to other Contractors or Subcontractors of the Authorized User, as necessary to ensure delivery or performance of Product.

  • Termination with Liability If (a) the Customer terminates the agreement before the end of the Initial Term for reasons other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 25 percent of the unsatisfied MVR for each annual period (and a pro rata portion thereof for any partial annual period) remaining in the unexpired portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all installation waiver credits, sign-up credits, or up-front credits provided to the Customer.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

Most Referenced Clauses

Most Referenced Definitions