Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines determine that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1706(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company Company, other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million500,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 1.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 5 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's- length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines determine(s) that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: unless the terms thereof (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; , (2) in the event if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments in an aggregate consideration amount in excess of $1.0 millionmillion in any one year, the terms (i) are set forth in writing, (ii) comply with clause (1) of such transaction this Section 4.7 and (iii) have been approved by a majority of the disinterested members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transactionDirectors, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)); and (3) in the event if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments in an aggregate consideration amount in excess of $5.0 millionmillion in any one year, (i) comply with clause (2) and (ii) have been determined by a nationally recognized investment banking firm to be fair, from a financial standpoint, to the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliateand its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate TransactionAFFILIATE TRANSACTION") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines determines, or determine, that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines determine(s) that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's- length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 5 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; , (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, to directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million, 25 million the Company has received a written opinion from an independent accounting, appraisal or investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate TransactionAFFILIATE TRANSACTION") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking 57 49 firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (1) above); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing stating that such Affiliate Transaction is not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from with a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company, other than the Company a Wholly-Owned Subsidiary (an "Affiliate Transaction") ), unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million1 million or is a loan, advance or other indebtedness, the terms of such transaction have been approved by a majority of the disinterested members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 2.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will and each Subsidiary Guarantor shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration amount in excess of $1.0 million1,000,000 in any given fiscal year, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration amount in excess of $5.0 million5,000,000 in any given fiscal year, the Company has received a written opinion from an independent investment banking, accounting banking firm or appraisal valuation firm of nationally recognized standing that such Affiliate Transaction or series of related Affiliate Transactions is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length arms'-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration amount in excess of $1.0 Euro 5 million, the terms of such transaction or transactions have been approved by a majority of the members of the Supervisory Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction82 75 transaction or transactions, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction or series thereof satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally internationally recognized standing that such Affiliate Transaction or series thereof is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Subsidiary, as the case may be, from a Person that is financial point of view; provided, the requirements of this clause (iii) shall not an Affiliateapply to the transactions contemplated by the Senior Credit Documents.

Limitation on Affiliate Transactions. (a) The Company will ------------------------------------ not, and will not permit any of its Restricted Subsidiaries subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company Company, other than a wholly-owned subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiarysubsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million1,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million5,000,000, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company Company, other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines majorities each determine that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 2.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Holdings and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 5 million, the Company Holdings has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.. 52 46

Limitation on Affiliate Transactions. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Holdings and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company Holdings has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Issuer (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 2 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Issuer and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company Issuer has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (ae) The Company Hanover will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Hanover (an "Affiliate Transaction") unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company Hanover or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Hanover and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(19.7(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company Hanover has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, in any material respect than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(13.7(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property 50 44 or the rendering of any service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company Company, other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transactionDisinterested Directors, if any (and such majority or majorities, as the case may be, determines determine that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 2 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is financial point of view; and (iv) such Affiliate Transaction does not involve the acquisition of an AffiliateAffiliate Business.

Limitation on Affiliate Transactions. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an "“Affiliate Transaction"”) unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 million10,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Borrower and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 million20,000,000, the Company Borrower has received a written opinion from an independent investment banking, banking or accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionof Directors, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 15 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliate.financial point of view. 53 47

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 5.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 10.0 million, the Company has received a written an opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing to the Holders that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis fair from a Person that is not financial point of view issued by an Affiliateindependent accounting, appraisal or investment banking firm of nationally recognized standing.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate TransactionAFFILIATE TRANSACTION") unlessUNLESS: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1SECTION 3.7(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 50.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of the Company Company, other than a Wholly-Owned Subsidiary (an "Affiliate Transaction") unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-arm's length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 1 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the disinterested members of such Board having no personal stake in such transactionBoard, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)(i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 2 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at fair to the Company or such time on an arm's-length basis Restricted Subsidiary, as the case may be, from a Person that is not an Affiliatefinancial point of view.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(13.7(a)(1)); and (3) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 75.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "“Affiliate Transaction"”) unless: (1i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $1.0 million20,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(1)clause (i) above); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million30,000,000 prior to the Initial Maturity Date and $40,000,000 thereafter, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Hanover will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Hanover (an "Affiliate Transaction") unless: unless (1i) the terms of such Affiliate Transaction are no less favorable to the Company Hanover or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (2ii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $1.0 10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company Hanover and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in Section 3.8(a)(19.7(a)(i)); and (3iii) in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $5.0 25.0 million, the Company Hanover has received a written opinion from an independent investment banking, accounting or appraisal banking firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarms-length basis from a Person that is not an Affiliate.