Common use of Limitation on Transactions with Related Persons Clause in Contracts

Limitation on Transactions with Related Persons. Neither the Company nor any of the Subsidiaries will (i) sell, lease, transfer or otherwise dispose of any of its Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.11) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Related Person Transaction"), other than Related Person Transactions which are on terms (which terms are in writing) no less favorable to the Company or a Subsidiary, as applicable, than could be obtained in a comparable arm's length transaction from an unaffiliated party; provided that, if the Company or any Subsidiary enters into a Related Person Transaction or series of Related Person Transactions involving or having an aggregate value of more than $5 million, such Related Person Transaction will have been approved by a majority of the Independent Directors of the Company. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; and (iii) Restricted Payments that are not prohibited by Section 4.11.

Limitation on Transactions with Related Persons. Neither the Company nor The Issuer will not, and will not permit any of the its Restricted Subsidiaries will (i) to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Property properties or assets to, (ii) or purchase any property or assets from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.11) in, or (iv) enter into or make or amend any contract transaction, contract, agreement, understanding, loan, advance or agreement with guarantee with, or for the benefit of, a Related Person any Affiliate (each of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectlyforegoing, an equity interest) (a "Related Person Affiliate Transaction")) involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000, other than Related Person Transactions which are unless (a) such Affiliate Transaction is on terms (which terms that are in writing) no not materially less favorable favorable, taken as a whole, to the Company Issuer or a Subsidiary, as applicable, the relevant Restricted Subsidiary than could be those that would have been obtained in a comparable arm's length transaction from by the Issuer or such Restricted Subsidiary with an unaffiliated party; provided that, if unrelated Person and the Company or Issuer delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Subsidiary enters into a Related Person Affiliate Transaction or series of Related Person related Affiliate Transactions involving or having an aggregate value consideration in excess of more than $5 million15,000,000, such Related Person Transaction will have been approved the Issuer delivers to the Trustee a resolution adopted by a the majority of the Independent Disinterested Directors of the Companyapproving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. Notwithstanding anything to the contrary in the foregoing, the The foregoing restrictions shall provisions will not apply to the following: (i) Related Person Transactions that are approved by transactions between or among the Board Issuer and/or any of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1 million in each fiscal yearits Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and compensation related expenses to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to or agreements with to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company Issuer or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Issuer in good faith; (vi) any transaction with respect to which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Issuer in each case that are reasonablegood faith; (viii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a whole, as determined by the Board of Directors of the Issuer) or senior management thereof any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; (x) any payment pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer is required or permitted to file a consolidated tax return or with which the Issuer is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not in good faithexcess of the tax liabilities attributable solely to the Issuer and its Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer or any Restricted Subsidiary solely because the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales of equity interests (other than Disqualified Stock) to Affiliates of the Issuer (other than an Unrestricted Subsidiary of the Issuer); and (iiixiii) Restricted Payments that are not prohibited by Section 4.11any payments made in connection with the Transactions.

Limitation on Transactions with Related Persons. Neither the Company The Issuer will not, nor will it permit any of the its Restricted Subsidiaries will to (ia) sell, lease, transfer or otherwise dispose of any of its Property property to, (iib) purchase any property from, (iiic) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.11) in, or (ivd) enter into or amend any contract contract, agreement or agreement understanding with or for the benefit of, a Related Person of the Company Issuer or any Restricted Subsidiary (other than the Company Issuer or any such Subsidiary Restricted Subsidiary) in which no Related Person (other than the Company Issuer or another a Wholly Owned SubsidiaryRestricted Subsidiary of the Issuer) owns, directly or indirectly, an equity interest) interest (each a "Related Person Transaction"), other than Related Person Transactions which that are on terms (which terms that are in writing) no less favorable to the Company Issuer or a Subsidiary, as applicable, such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary from an unaffiliated unrelated party; provided that, if that the Company or Issuer delivers to the Trustee (i) with respect to any Subsidiary enters into a Related Person Transaction or series involving aggregate payments in excess of Related Person Transactions involving or having an aggregate value of more than $5 1.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers' Certificate certifying that such Related Person Transaction will have been complies with the preceding sentence and such Related Person Transaction is approved by a majority of the Independent disinterested members of the Board of Directors of the Company. Notwithstanding anything Issuer and (ii) with respect to any Related Person Transaction involving aggregate payments in excess of $5.0 million, an affirmative opinion as to the contrary fairness to the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view issued by a nationally recognized accounting, appraisal, investment banking or consulting firm that is, in the foregoingjudgment of the Board of Directors of the Issuer, the qualified to render such opinion. The foregoing restrictions shall not apply to (a) any transactions between Wholly Owned Restricted Subsidiaries of the Issuer, or between the Issuer and any Wholly Owned Restricted Subsidiary of the Issuer, if such transaction is not otherwise prohibited by the terms of this Indenture, (b) any transactions between or among the Issuer and any Restricted Subsidiaries involving the provision of goods or services in the ordinary course of business, (c) any payments or purchases permitted by Section 4.10, (d) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (e) transactions undertaken pursuant to the Management Agreement, the Tax Sharing Agreement and the Registration Agreement, (f) the issue and sale by the Issuer to its stockholders of Equity Interests other than Disqualified Stock, (g) the incurrence of intercompany Debt permitted pursuant to Section 4.12, (h) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof, (i) Related Person Transactions that are approved by the Board of Directors customary indemnification and similar arrangements with any officer, director or employee of the Company and such SubsidiaryParent relating to the business, if applicable, as in the best interests operations or ownership of the Company or such SubsidiaryIssuer, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; and (iiij) Restricted Payments that are not prohibited by Section 4.11the payment of amounts pursuant to the Management Agreement.

Limitation on Transactions with Related Persons. Neither the The Company nor will not, and will not permit any of the its Restricted Subsidiaries will (i) to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Property properties or assets to, (ii) or purchase any property or assets from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.11) in, or (iv) enter into or make or amend any contract transaction, contract, agreement, understanding, loan, advance or agreement with guarantee with, or for the benefit of, a Related Person any Affiliate (each of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectlyforegoing, an equity interest) (a "Related Person Affiliate Transaction")) involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000, other than Related Person Transactions which are unless (a) such Affiliate Transaction is on terms (which terms that are in writing) no not materially less favorable to the Company or a Subsidiary, as applicable, the relevant Restricted Subsidiary than could be those that would have been obtained in a comparable arm's length transaction from an unaffiliated party; provided that, if by the Company or such Restricted Subsidiary with an unrelated Person and Centennial delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Subsidiary enters into a Related Person Affiliate Transaction or series of Related Person related Affiliate Transactions involving or having an aggregate value consideration in excess of more than $5 million10,000,000, such Related Person Transaction will have been approved Centennial delivers to the Trustee a resolution adopted by a the majority of the Independent Disinterested Directors of the Companyapproving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. Notwithstanding anything to the contrary in the foregoing, the The foregoing restrictions shall provisions will not apply to the following: (i) Related Person Transactions that are approved by the Board of Directors of transactions between or among the Company and such Subsidiary, if applicable, as in the best interests and/or any of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1 million in each fiscal yearits Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3; (iii) the payment of annual management, consulting, monitoring and advisory fees and compensation related expenses to Xxxxx Xxxxxx, Blackstone and their respective Affiliates in an amount in any calendar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA; (iv) the payment of reasonable and customary fees paid to or agreements with to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Subsidiary Restricted Subsidiary; (v) payments by the Company or any of its Restricted Subsidiaries to Xxxxx Xxxxxx, Blackstone and their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in each case that respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are reasonable, as determined approved by a majority of the Board of Directors or senior management thereof of the Company in good faith; (vi) any transaction with respect to which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; (viii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders of the Securities in any material respect) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause; and (iiix) Restricted Payments that any payment pursuant to a tax sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not prohibited by Section 4.11in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated, combined or unitary group).