Certain Related Party Agreements Sample Clauses

Certain Related Party Agreements. Effective as of the Closing, each applicable Unitholder shall, or shall cause its applicable Affiliates to, terminate the contracts evidencing the Partnership Related Party Transactions set forth on Exhibit B attached hereto, in each case without any further obligation or liability of the Partnership or its Subsidiaries of any kind or nature, and the Unitholders shall deliver to Parent in connection with the Closing evidence reasonably satisfactory to Parent of such termination.
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Certain Related Party Agreements. The Issuer and each of Xxxxx Xxxxxx and SKH Investments LLC shall have executed and delivered the agreements related to the termination or modification or certain arrangements between Xx. Xxxxxx, SKH Investments LLC and the Issuer, in each case in form and substance satisfactory to the Indigo Purchasers and Holdings II, effective as of the Initial Closing Date.
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Certain Related Party Agreements. At or prior to the Closing, with respect to each of the material Contracts between the Company or one of its Subsidiaries, on the one hand, and a Related Party, on the other hand, that will remain in effect after the consummation of the Pre-Closing Restructuring Transactions, to the extent requested by Xxxxx, Buyer and Seller shall in good faith discuss whether modifications to any such Contract are necessary to cause the terms thereof to be arm’s-length. Seller shall cause such Contracts to be amended to reflect any such modifications agreed by the parties, effective as of the Closing. In the event that the parties have not agreed to the treatment of any such Contract in accordance with this Section 6.13 by the Closing, the parties shall proceed to consummate the transactions contemplated hereby (subject to the other terms and conditions of this Agreement), and, from and after the Closing, the parties shall in good faith engage a mutually-agreed independent and qualified third party to determine the appropriate modifications required to cause such Contract to be on arm’s-length terms (taking into consideration the applicable terms set forth in Contracts with other similarly situated customers of the Business), subject to procedures and cost sharing consistent with those set forth in Section 2.3(c).
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Certain Related Party Agreements. Except as set forth in Section 3.12 of the Disclosure Schedule, there are no agreements, contracts, commitments or other arrangements by and between Parent, Seller, their respective Affiliates and Related Parties, or any officer, director and employee of Parent, Seller or their respective Affiliates, on the one hand, and the Company or any Subsidiary, on the other hand, including any tax-sharing agreements or other agreements pursuant to which Parent, Seller, such Affiliate or any officer, director or employee of Parent, Seller or any Affiliate or Related Party thereof provides or receives any payments, information, assets, properties, support or other services to or from the Company or any Subsidiary (including accounting, tax, data processing, information technology and legal services) (collectively, "Related Party Agreements").
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Related to Certain Related Party Agreements

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

  • 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.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Other Activities Related Party Transactions (a) The Manager shall devote such of its time to the affairs of the Owner and the Project as shall be reasonable given its status as the Manager thereof as contemplated by this Agreement. Manager and its Affiliates may engage in, or possess an interest in, and Owner hereby specifically acknowledges that Manager and its Affiliates are and shall remain entitled to be so engaged in, other business ventures in Jefferson County, Kentucky, or elsewhere, whether of the same or of a different nature or description, independently or with others, including those which are or might be deemed to be competitive with the Project. None of Owner, FLCC or FLCA, or any other person or entity, shall have any rights by virtue of this Agreement in and to such independent ventures, or to the income or profits derived therefrom, even if competitive with the Project, nor will any of the same have a claim against Manager or any of its Affiliates as a result thereof. None of Manager or its Affiliates shall be obligated to present any particular business opportunity of a character which, if presented to Owner, could be taken by Owner, and Manager and its Affiliates shall have the absolute right to take for its separate account, or to recommend to others, any such particular business opportunity, to the exclusion of Owner and any other person or entity. The term "Affiliates", as used in this Agreement, shall mean any person or entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Manager, and shall include, without limitation, Xx. X. X. Xxxxxxx, NTS Corporation, NTS Development Company, NTS Financial Partnership and NTS/Residential Properties, Inc.-Virginia

  • Certain Relationships No relationship, direct or indirect, exists between or among either of the Transaction Entities, on the one hand, and the directors, officers, stockholders, partners, customers or suppliers of the Transaction Entities, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Concerning the Collateral and Related Loan Documents Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • 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.

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

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