Common use of Transactions Between the Company and the Manager Clause in Contracts

Transactions Between the Company and the Manager. Notwithstanding that it may constitute a conflict of interest, the Manager may, and may cause its Affiliates, to engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them and in similar transactions between parties operating at arm's length. A transaction between the Manager and/or its Affiliates, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arm's length if a Majority Interest of the Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction. Notwithstanding the foregoing, the Manager shall not have any obligation in connection with any such transaction between the Company and the Manager or an Affiliate of the Manager, to seek the consent of the Members.

Transactions Between the Company and the Manager. Notwithstanding that it may constitute a conflict Subject to the terms of interestthis Section 5.9 and Section 7.5, the Manager may, and may cause its AffiliatesAffiliates to, to engage in any transaction (including, including without limitation, limitation the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons Persons capable of similarly performing them and in similar transactions between parties operating at arm's ’s length. A transaction between the Manager and/or its AffiliatesAffiliates of the Manager, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arm's ’s length only if a Voting Majority Interest of the disinterested Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction. Notwithstanding the foregoingtransaction (for these purposes only, the Manager shall not have any obligation in connection with any a Member will be excluded from voting or consenting, and be deemed interested, if such transaction between the Company and the Manager Member, directly or an Affiliate of indirectly, owns or controls the Manager, to seek is owned or controlled by the consent of Manager, or is under common ownership or control with the MembersManager).