Interested Transactions Clause Samples

Interested Transactions. To the fullest extent permitted by law, no member of the Board of Managers shall be deemed to have breached his duty of loyalty to the Company or the Members (and such member of the Board of Managers shall not be liable to the Company or to the Members for breach of any duty of loyalty or analogous duty) with respect to any action or inaction in connection with or relating to any transaction that was approved in accordance with Section 6.11.

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.

Interested Transactions. (a) No contract or transaction between the Company and one or more of the Board Members or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Board Members or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Board Member or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) The material facts as to such Board Member’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Board Members, even though the disinterested Board Members be less than a quorum; or (ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers. (b) Common or interested Board Members may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.

Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

Interested Transactions. A Manager Indemnitee or a Company ----------------------- Indemnitee, as applicable, will not be denied indemnification in whole or in part under this Section 10 solely because such Indemnitee had an interest in the transaction with respect to which the Indemnification applies if this transaction was otherwise permitted by the terms of this Agreement.

Interested Transactions. A Covered Person shall not be denied indemnification in whole or in part under this Section 7.7 because the Covered Person 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.

Interested Transactions. If the Company has actual knowledge that an Investor or one of its Affiliates is party to a transaction with the Company that requires the consent of the holders of Series A Preferred Stock (as a class) under any of the Transaction Documents, the vote or consent of holders of a majority of the shares of Series A Preferred Stock who are not, and whose Affiliates are not, a party to the transaction upon which the vote is being taken shall be required to approve such transaction; provided that the foregoing shall not apply to any transaction in which all Investors are party.

Interested Transactions. The Charter School shall discretely and clearly record in the accounting, auditing, budgeting, reporting, and recordkeeping systems for the management and operation of the charter school, the following: i. financial transactions between the charter school and the non-charter activities of the charter holder; ii. financial transactions between the charter school and an officer or employee of the charter holder or the charter school; iii. financial transactions between the charter school and a member of the governing body of the charter holder or the charter school; iv. financial transactions between the charter school and a management company charged with managing the operations and/or finances of a charter school; and v. financial transactions between the charter school and any other person or entity in a position of influence over the charter holder or the charter school.

Interested Transactions. 35 (h) Binding Effect.................................................. 35 Section 7.8 Liability of the General Partner....................................... 36 (a) General......................................................... 36 (b) No Obligation to Consider Interests of Limited Partners......... 36 (c) Acts of Agents.................................................. 36 (d) Effect of Amendment............................................. 36 (e) Limitation of Liability of Shareholders and Officers of the General Partner.......................................... 36 Section 7.9 Other Matters Concerning the General Partner........................... 37 (a) Reliance on Documents........................................... 37 (b) Reliance on Consultants and Advisers............................ 37 (c) Action Through Officers and Attorneys........................... 37 (d) Actions to Maintain REIT Status or Avoid Taxation of General Partner............................................. 37 Section 7.10 Title to Partnership Assets............................................ 37 Section 7.11 Reliance by Third Parties.............................................. 38 Section 7.12 UBTI................................................................... 38