Common use of Interested Transactions Clause in Contracts

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. (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: (i1) The material facts as to such Board Member’s '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 (ii2) 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. (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 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 or (ii) The 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. (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.. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Group Chief Executive Officer SunGard Higher Education and Public Sector Systems and Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Group Chief Financial Officer SunGard Public Sector Systems

Interested Transactions. (a) 13.1 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 entity 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 or committee which authorizes the contract or transaction, or solely because his his, her or their votes are counted for such purpose, if: (ia) The material facts as to such Board Member’s relationship or interest in and as to the contract or transaction are disclosed or are known to the Board of ManagersManagers or the committee, and the Board of Managers or committee in good faith authorizes the contract or transaction by the affirmative votes of at least a majority of the disinterested Board Members, even though the disinterested Board Members be constitute less than a quorum; or (iib) The material facts as to his, her or their relationship or interest in and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Board Members; or (c) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, ratified by the Board of Managers, the committee or the Members. (b) 13.2 Common or interested Board Members may be counted in determining the presence of a quorum at a meeting of the Board of Managers or of a committee which authorizes the contract or transaction.

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.. T. ▇▇▇ ▇▇▇▇▇ Group Chief Executive Officer – SunGard Benefit Administration & Insurance ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Group Chief Financial Officer – SunGard Benefit Administration & Insurance ▇▇▇▇▇ ▇▇▇▇▇▇ President