Transactions with Members. (i) The Company is hereby authorized to engage TechCom to manage the implementation of the licensed Technology and to provide additional management services within the areas of metabolic science, clinical research, IP development and credential development, and in consideration therefore to pay TechCom for services rendered and for expenses incurred in performing such services, upon the Company’s receipt of appropriate and timely invoices for such services from TechCom, supported by such supplemental documentation as may be satisfactory to the Managing Member. TechCom shall provide such services as an independent contractor, and payments of the management fee to TechCom shall constitute payments for services rendered and shall thus be accounted for as an expense of the Company and be paid prior to any distribution of Distributable Cash Flow hereunder.
(ii) Subject to the terms hereof, and except for expenses incurred by TechCom in performing its management services under subsection (i) above for which TechCom shall be responsible, the Members further authorize the Company to reimburse a Member for any reasonable, actual, out-of-pocket expenses incurred by the Member in performing its responsibilities hereunder or in connection with business of the Company, within 30 days after approval of payment by the Managing Member, and all unreimbursed expenses shall be paid prior to distribution of Distributable Cash Flow.
(iii) Subject to the terms and conditions of this Agreement, TechCom previously granted a license to the Company with respect to the Technology. TechCom confirms and agrees that it hereby grants to the Company an unconditional, irrevocable, royalty-free, perpetual, exclusive, world wide license to use TechCom’s patent pending technology to market and manufacture pasta, rice and potatoes only (the “Technology”), including all improvements to the Technology hereafter developed by TechCom, and TechCom shall promptly disclose to the Company in writing any improvements to the Technology hereafter made by TechCom. The Company may, at its expense, make such improvements to the Technology as it deems appropriate subject to the prior consent of TechCom, and the license granted hereunder shall cover such improvements, provided the Company shall promptly disclose to TechCom in writing any improvements to the Technology made by the Company, and TechCom shall be free, at no cost to TechCom, to use such improvements with respect to other food products. TechCom h...
Transactions with Members. A Member may lend money to, borrow money from, act as surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a Member; provided, however, that any transaction or agreement between Company and a Member shall be on arms-length terms and conditions unless otherwise approved by unanimous consent of the Members.
Transactions with Members. Entering into any agreement or other transaction between the Company or any Subsidiary of the Company, on the one hand, and the chief executive officer of the Company, any Director or any affiliate of the chief executive officer or such Director, on the other;
Transactions with Members. The Company may engage in business with, or enter into one or more contracts for the furnishing to or by the Company of goods, services or space with, any Member (or their respective Affiliates, subsidiaries, directors, officers or employees), and may pay compensation in connection with such business, goods, services or space, if (i) the relevant contract or transaction is made on terms consistent with the requirements of Treasury Regulations section 1.482-1(b) for arm's length transactions, or (ii) such contract or transaction has received the affirmative vote of six of the Representatives of the Members Committee.
Transactions with Members. (i) The Company is hereby authorized to engage TechCom for a period of 12 months from and after the date hereof to manage the implementation of the licensed Technology and to provide additional management services within the areas of metabolic science, clinical research, IP development and credential development, and in consideration therefore to pay TechCom a monthly management fee of $*** during such 12 month period. Said fee shall be for services rendered and for expenses incurred in performing such services. Said monthly fee shall be due on the last day of the month beginning with the first payment on October 31, 2003. TechCom shall also be reimbursed on October 31, 2003, for a one-time charge of $*** spent in September, 2003, on NCI testing, plus a $*** management fee for September, 2003, so that the total amount payable to TechCom on October 31, 2003, is $***. TechCom shall provide such services as an independent contractor, and payments of the management fee to TechCom shall constitute payments for services rendered and shall thus be accounted for as an expense of the Company and be paid prior to any distribution of Distributable Cash Flow hereunder.
(ii) The Company is hereby authorized to engage BNEW for a period of 12 months from and after the date hereof to provide overall program management, Brand development and management, market and consumer research, marketing plans, supply chain management and customer business development, and in consideration therefore to pay BNEW a monthly management fee of $*** during such 12 month period. Said fee shall be for services rendered and for expenses incurred in performing such services. Said monthly fee shall be due on the last day of the month beginning with the first payment on October 31, 2003, except that the monthly payment due for October, 2003, will be for only $***. BNEW shall provide such services as an independent contractor, and payments of the management fee to BNEW shall constitute payments for services rendered and shall thus be accounted for as an expense of the Company and be paid prior to any distribution of Distributable Cash Flow hereunder. *** - Confidential treatment requested.
(iii) Subject to the terms hereof, and except for expenses incurred by TechCom in performing its management services under subsection (i) above for which TechCom shall be responsible and expenses incurred by BNEW in performing its management services under subsection (ii) above for which BNEW shall be responsibl...
Transactions with Members. A Member or the Managing Member may lend money, act as surety for, and transact other business with the LLC and, subject to other applicable law, shall have the same rights and obligations with respect thereto as a person who is not a Member or a Managing Member.
Transactions with Members. Except with Prior Manager Approval, the Company may not transaction business with any Member or an Affiliate of a Member.
Transactions with Members. Subject to any limitations set forth in this Agreement and with the prior approval of the Manager, a Member may transact business with the Company. Subject to other Applicable Law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.
Transactions with Members. Subject to the provisions of this Section, a Manager or Member or Affiliate thereof shall have the right to contract, enter into a lease, and otherwise deal with the Company, including, without limitation, the lending of money to, or the guarantee of indebtedness or extension of credit for or on behalf of the Company, provided that any such loan, contract, arrangement or understanding shall be on such terms and conditions, and shall provide such compensation, as is customarily found in arms-length transactions between unrelated parties engaged in similar transactions and shall be approved by a Majority of the Members.
Transactions with Members. The Company may transact business with (including entering into or modifying any contractual arrangements with) any Member or Affiliate of a Member, provided that the terms of any such transaction with a Member or one of its Affiliates are comparable to, or at least as favorable to the Company as, the terms of a transaction at arm’s length between unaffiliated parties as determined by the Manager. Each of any transaction between the Company and a Member or its Affiliates that has been approved by the Manager shall be deemed to be at arm’s length between unaffiliated parties. A Member or an Affiliate of a Member that transacts business with the Company owes no duty to the Company or the other Members to exercise or to refrain from exercising in any particular manner its rights or powers as a participant in that transaction, including those arising under any contract with the Company, and (subject to the proviso in the first sentence of this Section 8.4) such Member or such Affiliate of a Member may realize profits from that transaction.
