Certain Affiliated Transactions Sample Clauses

Certain Affiliated Transactions. (a) With respect to any indirect interest in real estate (“Affiliated Real Property Interests”) that is held by us through an investment in any affiliate that the Manager controls (as such term is defined under the Securities Act, “Controls”), then in addition to the covenants and agreements in this Agreement or any agreement, document or instrument that is related to any such investment, the Manager shall accord rights (“Qualifying Real Estate Rights”) to us that are not less than the rights of a holder of “Qualifying Interests” as such term is used in the various No-Action Letters issued by the Staff of the Securities and Exchange Commission related to Section 3(c)(5) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). Such Qualifying Real Estate Rights shall be provided for so long as we have any interest in such affiliate. The Manager shall confirm in writing such specific rights as may be from time to time reasonably requested by us.
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Certain Affiliated Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Note B-2 Swing Line Note C Assignment Agreement D Borrowing Base Certificate E Certificate Re Non-bank Status F Closing Date Certificate G Compliance Certificate H Counterpart Agreement I-1 Intercreditor Agreement I-2 European Intercreditor Agreement J Pledge and Security Agreement K Landlord Waiver and Consent Agreement L Secretary’s Certificate M Aircraft Security Agreement N Solvency Certificate SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT This SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 27, 2008, is entered into by and among DURA OPERATING CORP., a Delaware corporation (“Company”), DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.), a Delaware corporation (“Parent”), certain SUBSIDIARIES OF PARENT AND COMPANY, as Guarantors, the Lenders party hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, “Syndication Agent”), and BANK OF AMERICA, N.A., as Issuing Bank and Documentation Agent (in such capacity, “Documentation Agent”).
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Certain Affiliated Transactions. 18 2.26 Disclosure.................................................. 18 3. Representations of the Buyer......................................... 19 3.1 Organization and Authority.................................. 19 3.2 Authorization............................................... 19 3.3 Regulatory Approvals........................................ 19 3.4
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Certain Affiliated Transactions. Except as set forth in Schedule 2.25(i) attached hereto, no portion of the Business is conducted by any shareholder, director, officer or employee of any of the Sellers (in contrast to being conducted by the Sellers) and all of the assets necessary for or used by the Sellers in the conduct of the Business as presently conducted are owned by the Sellers or leased from entities in which no shareholder, director, officer or employee (or any family member thereof or trust therefor) directly or indirectly participates other than as a shareholder in a publicly held company in which he or she owns less than five percent (5%) (collectively, "Permitted Entities"). Schedule 2.25(ii) lists all contracts relating to the Business between any Seller, on the one hand, and any of its officers, directors or employees or any entity other than a Permitted Entity.
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Certain Affiliated Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Note C Assignment Agreement D Certificate Re Non-bank Status E Closing Date Certificate F Compliance Certificate G Counterpart Agreement H-1 Intercreditor Agreement H-2 European Intercreditor Agreement I Pledge and Security Agreement J Landlord Waiver and Consent Agreement K Secretary’s Certificate L Aircraft Security Agreement M Solvency Certificate N Joinder Agreement SECOND LIEN CREDIT AND GUARANTY AGREEMENT This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of June 27, 2008, is entered into by and among DURA OPERATING CORP., a Delaware corporation (“Company”), DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.), a Delaware corporation (“Parent”), certain SUBSIDIARIES OF PARENT AND COMPANY, as Guarantors, the Lenders party hereto from time to time and WILMINGTON TRUST COMPANY (“Wilmington Trust”), as Administrative Agent (together with its permitted successors and assigns in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor and assigns in such capacity, “Collateral Agent”).
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Certain Affiliated Transactions. O&M Agreements
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Certain Affiliated Transactions. Subject to approval by the Board of Directors and the provisions of the Securities Purchase Agreement, each of the Stockholders hereby acknowledges that Xxxxxx and certain of its affiliates (collectively, the "Xxxxxx Entities") are authorized and may from time to time charge the Corporation and its subsidiaries certain fees and require the reimbursement of certain expenses relating to (a) the consummation of the acquisition of certain subsidiaries and operations of the Corporation and (b) ongoing consulting, advisory or related services provided by the Xxxxxx Entities. ARTICLE IV ----------
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Related to Certain Affiliated Transactions

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Permitted Transactions The Customer agrees that it will cause transactions to be made pursuant to this Agreement only upon Instructions in accordance Section 14 and only for the purposes listed below.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Selection of Brokers and Affiliated Transactions (a) Subject to the policies established by, and any direction from the Trust’s Board of Trustees, the Adviser will be responsible for selecting the brokers or dealers that will execute the purchases and sales for a Fund. Subject to the foregoing, it is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having directed a securities transaction on behalf of a series to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934 or as otherwise permitted from time to time by a series’ Prospectus and SAI.

  • Aggregated Transactions On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Adviser, the Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

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