Transactions with Directors, Officers, Managers, and Affiliates Sample Clauses

Transactions with Directors, Officers, Managers, and Affiliates. 49 (a) Except as set forth on Schedule 5.22(a), none of the Company or its Subsidiaries is, or has been during the past year, a party to any agreement or arrangement with any of the directors, officers, managers, members, partners or stockholders of the Company or its Subsidiaries or any Affiliate (other than the Company or any of its Subsidiaries) or family member of any of the foregoing under which it: (i) leases or leased any real or personal property (either to or from such Person); (ii) licenses or licensed technology (either to or from such Person); (iii) is or was obligated to purchase any tangible or intangible asset from or sell such asset to such Person; (iv) purchases or purchased products or services from such Person (other than services received under an employment agreement with such Person); (v) pays or receives, or paid or received, commissions, rebates or other payments (other than payments made under an employment agreement with such Person); (vi) lends or borrows, or loaned or borrowed, money; or (vii) provides or receives, or provided or received, any other material benefit (other than benefits provided or received under an employment agreement with such Person). (b) Except as set forth on Schedule 5.22(b), no Affiliate of the Company and its Subsidiaries (other than the Company and its Subsidiaries) owns or has any rights in or to any of the assets, properties or rights used by the Company and its Subsidiaries in the ordinary course of their businesses.
Sample 1
AutoNDA by SimpleDocs
Transactions with Directors, Officers, Managers, and Affiliates. (a) Except as set forth on Schedule 7.21, none of Parent or its Subsidiaries is a party to any agreement or arrangement with any of the directors, officers, managers, members, partners or stockholders of Parent or its Subsidiaries or any Affiliate (other than Parent or any of its Subsidiaries) or family member of any of the foregoing under which it: (i) leases any real or personal property (either to or from such Person); (ii) licenses technology (either to or from such Person); (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person; (iv) purchases products or services from such Person (other than services received under an employment agreement with such Person); (v) pays or receives commissions, rebates or other payments (other than payments made under an employment agreement with such Person); (vi) lends or borrows money; or (vii) provides or receives any other material benefit (other than benefits provided or received under an employment agreement with such Person). (b) Except as set forth on Schedule 7.21(b), no Affiliate of Parent and its Subsidiaries (other than Parent and its Subsidiaries) owns or has any rights in or to any of the assets, properties or rights used by Parent and its Subsidiaries in the ordinary course of their businesses.
Sample 1
Transactions with Directors, Officers, Managers, and Affiliates. Except as set forth on Schedule 5.24, none of the Company or the Sellers is a party to any agreement or arrangement with any of the directors, officers, managers, members, partners, equity holders or stockholders of the Company or the Sellers or, to the Knowledge of SAVVIS any Affiliate (other than in each case the Company or the Sellers) or family member of any of the foregoing under which it: (i) leases any real or personal property (either to or from such Person) primarily used in connection with the Business; (ii) licenses technology (either to or from such Person) primarily used in connection with the Business; (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person that is primarily used in connection with the Business; (iv) purchases products or services primarily used in connection with the Business from such Person; (v) pays or receives commissions, rebates or other payments in connection with the Business; (vi) lends or borrows money in connection with the Business; or (vii) provides or receives any other material benefit in connection with the Business. To the Knowledge of SAVVIS, during the past two years, none of the current directors, officers, managers, members or 10% or greater stockholders of the Company or Sellers, or any family member of any such Persons, has been a director, officer, manager or member of, or has had any direct or indirect interest (other than shares in a company listed on a registered exchange constituting no more than 5% of such company) in, any Person which during such period has been a customer of the Company or the Sellers in connection with the Business or has competed with or been engaged in any business of the kind being conducted by the Business. No Affiliate of the Company and the Sellers (other than the Company and the Sellers) owns or has any rights in or to any of the assets, properties or rights primarily used in the Business in the ordinary course of their businesses except as set forth on Schedule 5.24.
Sample 1
Transactions with Directors, Officers, Managers, and Affiliates. Except as set forth in Schedule 5.21 and with respect to any Excluded Liabilities or Excluded Assets, none of the Company or the Retained Subsidiaries is a party to any agreement or arrangement (other than employment agreements or arrangements) with any of the directors, officers, managers, members, partners or stockholders of the Company or the Retained Subsidiaries or to the Seller’s knowledge, any Affiliate (other than the Company or any Retained Subsidiary) or immediate family member of any of the foregoing under which it: (i) leases any real or personal property (either to or from such Person); (ii) licenses technology (either to or from such Person); (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person; (iv) purchases products or services from such Person; (v) pays or receives commissions, rebates or other payments; or (vi) provides or receives any other material benefit. Except as set forth on Schedule 5.21, to the Seller’s Knowledge, during the period from and including November 6, 2003 to and including September 30, 2005, none of the directors, officers, managers, members or stockholders of the Company or the Retained Subsidiaries, or any immediate family member of any of such Persons, has been a director, officer, manager or member of, or has had any direct or indirect interest in (other than beneficial ownership of less than 5% of the outstanding capital stock of any publicly traded company or any passive investment) any customer identified on Schedule 5.22(b). No Affiliate of the Company and the Retained Subsidiaries (other than the Company and the Retained Subsidiaries) owns or has any rights in or to any of the assets, properties or rights used by either of the Company or the Retained Subsidiaries in the ordinary course of its businesses except as set forth on Schedule 5.21.
Sample 1
Transactions with Directors, Officers, Managers, and Affiliates. Seller is not a party to any agreement or arrangement with any of the directors, officers, managers, members, partners, Affiliates, equity holders or stockholders of Seller or any Family Member of any of the foregoing (each a “Related Person“) under which it: (a) leases any real or personal property (either to or from such Person) used in connection with the Business; (b) licenses technology (either to or from such Person) used in connection with the Business; (c) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person that is used in connection with the Business; (d) purchases products or services used in connection with the Business from such Person; (e) pays or receives commissions, rebates or other payments in connection with the Business; (f) lends or borrows money in connection with the Business; or (g) provides or receives any other material benefit in connection with the Business. To the knowledge of Seller, during the past two years, none of the current directors, officers, managers, members, Affiliates or 10% or greater equity holders of Seller, or any Family Member of any such Persons, has been a director, officer, manager or member of, or has had any direct or indirect interest (other than equity interests in a Person listed on a registered exchange constituting no more than 5% of such Person) in, any Person which during such period has been a customer or client of Seller in connection with the Business or has competed with or been engaged in any business of the kind being conducted by Seller. No Affiliate of Seller owns or has any rights in or to any of the assets, properties or rights used in the Business (including the Purchased Assets).
Sample 1
Transactions with Directors, Officers, Managers, and Affiliates. Except as set forth in Section 2.21 of the Disclosure Schedule, the Seller is not a party to any Contract with any of the directors, officers or stockholders or, to the Knowledge of the Seller, any Seller Affiliate or any family member of any of the foregoing under which it: (i) leases any real or personal property (either to or from such Person) primarily used in connection with the Business; (ii) licenses technology (either to or from such Person) primarily used in connection with the Business; (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person that is primarily used in connection with the Business; (iv) purchases products or services from such Person used primarily in connection with the Business; (v) pays or receives commissions, rebates or other payments in connection with the Business; (vi) lends or borrows money in connection with the Business; or (vii) provides or receives any other material benefit in connection with the Business. To the Knowledge of Seller, during the past two years, none of the directors, officers or stockholders of the Seller, or any family member of any such Person, has been a director or officer of, or has had any direct or indirect interest in, any Person which during such period has been a customer of the Seller in connection with the Business or has competed with the Business. No Seller Affiliate owns or has any rights in or to any of the Assets.
Sample 1

Related to Transactions with Directors, Officers, Managers, and Affiliates

  • Transactions with Shareholders and Affiliates No Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the extent permitted under this Agreement; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party and its Restricted Subsidiaries entered into in the ordinary course of business; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.

  • RELATIONSHIP WITH DIRECTORS Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • 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.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!