APPROVED AFFILIATE AGREEMENTS Sample Clauses

APPROVED AFFILIATE AGREEMENTS. On or prior to the Construction Loan Closing Date and only with the approval of all of the Members, the Company shall enter into (a) a construction management agreement with Tricor Construction Company, an Affiliate of Xxxx ("Contractor"), (b) a construction contract with Contractor, and (c) the Architect's Agreement with Architect. Except for a reasonable fee to be paid pursuant to the Architect's Agreement with the approval of WPHC, no fees or other compensation, profit or cost savings shall be paid to Contractor under such agreements except the fees provided for in Article 7 below. The Company hereby agrees that Contractor may enter into a landscape design contract and an interior design contract with Architect, and all subcontracts entered into by Contractor and/or Architect shall be included in the Final Project Budget, but such subcontracts shall provide for the subcontractor to look only to Contractor or Architect, as applicable, for payment under the subcontracts. Fees or other profit, compensation or sharing of cost savings under such subcontracts shall not exceed the amount a prudent owner would pay in a bona fide arm's length transaction after obtaining competitive bids. The agreements described in this Section 5.2.6, together with the Property Management Agreement, are hereinafter called the "Approved Affiliate Agreements." Neither Xxxx nor Contractor nor Architect shall enter into any other agreements with parties affiliated with Xxxx without specific disclosure to all Members in writing of such affiliation and without prior written consent of all the Members in each instance. In the event of any conflict between this Agreement and such Approved Affiliate Agreements, this Agreement shall control. In the event of an uncured default by Xxxx under this Agreement, the Approved Affiliate Agreements may be terminated at the option of WPHC. Any default by Xxxx under any Approved Affiliate Agreement which is not timely cured shall be a default hereunder. There shall be no modification to the Approved Affiliate Agreements without the prior written approval of all Members. Each Approved Affiliate Agreement shall provide that the Company shall have the right to terminate such agreement upon the Removal of Xxxx without such termination constituting a default.
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APPROVED AFFILIATE AGREEMENTS. On or prior to the Construction Loan Closing Date and only with the approval of all of the Members, the Company shall enter into (a) a construction management agreement with Tricor Construction Company, an Affiliate of Xxxx ("Contractor"), (b) a construction contract with Contractor, and (c) the Architect's Agreement with Architect. Except for a reasonable fee to be paid pursuant to the Architect's Agreement with the approval of WPHC, no fees or other compensation, profit or cost savings shall be paid to Contractor under such agreements except the fees provided for in Article 7 below. The Company hereby agrees that Contractor may enter into a landscape design contract and an interior design contract with Architect, and all subcontracts entered into by Contractor and/or Architect shall be included in the Final Project Budget, but such subcontracts shall provide for the
Sample 1

Related to APPROVED AFFILIATE AGREEMENTS

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

  • Affiliate Contracts The Company and Sellers will cause the termination, effective no later than the Closing, of the contracts or arrangements set forth on Schedule 10.05 without any further cost or Liability to the Company or its Subsidiaries (or, after the Closing, Buyer or its Affiliates).

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

  • Related Party Contracts To the extent requested in writing by the Acquirer with respect to any specific identified contract prior to the Effective Time, the Company shall take all actions necessary to terminate, and shall cause to be terminated, each Related Party Contract, in each case without any further liability or obligation of the Company, the Surviving Corporation, Acquirer or any of their respective Subsidiaries or Affiliates and, in connection therewith, the Company (or its applicable Subsidiary) shall have received from the other party to such Related Party Contract a release in favor of the Company, the Surviving Corporation, Acquirer and their respective Subsidiaries and Affiliates from any and all liabilities or obligations arising out of such Related Party Contract.

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

  • Affiliate Letters Each Shareholder agrees to execute an affiliate agreement, as soon as practicable after the date hereof, in substantially the form attached as Exhibit 7.10 to the Merger Agreement.

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