Transactions with Affiliates; Conflicts of Interest Sample Clauses

Transactions with Affiliates; Conflicts of Interest. Except for Stone and other parties as set forth in Exhibit 25, Schedule 3.1(y), to the knowledge of the Sellers, neither Stone nor any director, officer, or employee of any corporation that Sellers may own or direct is a party to any transaction with Purchaser or a competitor of Purchaser, including any contract agreement or other arrangement, or rights to any of the foregoing, providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to, any such person or firm.
Sample 1
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Transactions with Affiliates; Conflicts of Interest. Except as set forth on Schedule 3.15, neither Company Party nor any of its Affiliates or, to the Company Parties’ Knowledge (without requiring any investigation), any of their respective directors (or equivalent), officers and employees (including any family member thereof) is a party to any transaction with a Company Party or relating to the Business presently in effect, including any contract, agreement or other arrangement providing for the furnishing of services by, rental of real or personal Property from or otherwise requiring payments to, any such Person, the terms of which are not on an arm’s length basis, but excluding any contract related to employment.
Sample 1
Transactions with Affiliates; Conflicts of Interest. Except as set forth in Section 3.23 of the Disclosure Schedule, to the Knowledge of Seller, no (a) director, officer, employee or stockholder of any of the Curtxx Xxxties or the Parent or their respective Affiliates, nor (b) to the Seller's and the Parent's Knowledge, any corporation, partnership, trust or other entity in which any such person, or any member of the family of any such person, is an officer, director, trustee, partner or holder of more than five percent (5%) of the outstanding capital stock, is a party to any transaction with any of the Curtxx Xxxties, including any contract agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to, any such person or firm. To the Seller's and the Parent's Knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation which competes with the Curtxx Xxxties, except that employees, officers, directors and stockholders of the Seller, and their families, may own stock in a publicly traded company that competes with the Curtxx Xxxties, provided such stock ownership does not exceed five percent (5%) of the issued and outstanding capital stock of such competing company. For purposes of this Agreement, a company shall be considered to be "competing" if it engages in any business that is similar to the Business as of the date of this Agreement.
Sample 1
Transactions with Affiliates; Conflicts of Interest. (a) In addition to the transactions specifically contemplated by this Agreement, the Partnership may purchase property, obtain services, or borrow funds from, or sell property, provide services or lend money to, or otherwise deal with, the Partners or any of their respective Affiliates. Each Partner acknowledges and agrees that such purchase or sale of property, performance or receipt of services, borrowing or lending of funds, or other dealings, may give rise to conflicts of interest between the Partnership, on the one hand, and a Partner or its Affiliates, on the other hand. (b) Without limiting the generality of the foregoing, each Partner acknowledges and agrees that: (i) a Partner or any Affiliate may, but shall not be obligated to, make loans to the Partnership; (ii) a Partner, acting in its capacity as such, will have the right to cause the Partnership to take such actions, including the sale of assets or the making of capital expenditures, as are necessary to enable the Partnership to pay when due all amounts of interest on and principal of the obligations described in clause (i) of this Section 5.4(b); (iii) a Partner will have the right to engage in the real estate development business anywhere in the world; and (iv) a Partner will have the right to compromise or settle any action or claim in respect of which a Partner may obtain indemnification from the Partnership under this Agreement, or otherwise. (c) Any transaction between the Partnership or any Affiliate of the Partnership, on the one hand, and a Partner or any Affiliate of a Partner, on the other hand, shall be on an arm's-length basis.
Sample 1
Transactions with Affiliates; Conflicts of Interest. Except as set forth on Schedule 3.18, neither (a) the Seller nor any of its Affiliates or, to the actual Knowledge of Seller, any of their respective directors (or equivalent), officers and employees (including any family member thereof), nor (b) to the actual Knowledge of Seller, any director (or equivalent), officer or Employee (including any family member thereof) of any Company Party, is a party to any transaction with a Company Party presently in effect, including any contract, agreement or other arrangement providing for the furnishing of services by, rental of real or personal Property from or otherwise requiring payments to, any such Person not on an arm’s length basis, but excluding any contract related to employment. Except as set forth on Schedule 3.18, to the actual Knowledge of Seller, none of Xxxx X. Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxx or Xxxxx X. Xxxxxxxx, nor any family member thereof, is a party to any transaction with a Company Party presently in effect, including any contract, agreement or other arrangement providing for the furnishing of services by, rental of real or personal Property from or otherwise requiring payments to, any such individual or family member, whether or not on an arm’s length basis.
Sample 1
Transactions with Affiliates; Conflicts of Interest. Except as set forth on Schedule 3.18, or as contemplated by the Continuing Relationship Documents, with respect to the Transferred Assets, Assumed Liabilities and with respect to the Applicable Businesses, no (a) partner, manager, officer, Potential Transfer Employee, Potential Transfer Consultant or holder of Equity of any Selling Company or any Affiliate thereof, including Direct Pay AG, DiPar AG, Three Rivers and Xxxxxx Xxxxxxx, nor to the Business’s Knowledge, any member of the family of any such Person, nor (b) to the Business’s Knowledge, any corporation, partnership, trust or other entity in which any such Person, or any director, member of the family of any such Person, (i) is a party to any material transaction with any Selling Company, Medical Contracting Professionals, S. de X.X. de C.V. or 3R Connect, S.C., including any contract, agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal Property from or otherwise requiring payments to, any such Person, (ii) has a controlling interest or is an officer, director, trustee, partner or holder of more than one percent (1%) of the outstanding Equity, or (iii) has any direct or indirect ownership interest in any Person which competes with any Selling Company or any of the activities of any Applicable Business within the United States of America or its territories or possessions, except for passive investments of less than two percent (2%) in a publicly-traded company. For purposes of this Agreement, a Person shall be considered to be “competing” if it engages in any business that is similar to the Applicable Business.
Sample 1

Related to Transactions with Affiliates; Conflicts of Interest

  • Limitation on Transactions with Affiliates (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

  • Transactions with Affiliates Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

  • Limitations on Transactions with Affiliates The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

  • Transactions with Affiliates and Insiders Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor’s provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency’s decision.

  • Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member 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 Manager or Member, 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.

  • Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

  • Conflicts of Interests The Company shall use its best efforts to ensure that the Company's employees, during the term of their employment with the Company, do not engage in activities that would result in a conflict of interest with the Company. The Company's obligations hereunder include, but are not limited to, requiring that the Company's employees devote their primary productive time, ability, and attention, to the business of the Company (provided, however, the Company's employees may engage in other business activity if such activity does not materially interfere with their obligations to the Company), requiring that the Company's employees enter into agreements regarding proprietary information and confidentiality and preventing the Company's employees from engaging or participating in any business that is in competition with the business of the Company.

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