Member Transactions Sample Clauses

Member Transactions. Transactions between the Company, on the one hand, and any Member (or an Affiliate thereof) shall be on terms no less favorable to the Company than terms that could be obtained on an arms length basis from an unrelated third party; provided that transactions that are not arms length shall be subject to approval by holders of a majority of the aggregate Membership Units held by Members that are disinterested with respect to the applicable transaction (it being agreed that any Member that is a limited partner of an interested party shall be deemed disinterested for this purpose unless such Member has a direct pecuniary interest in the applicable transaction or is an Affiliate of a Member that has a direct pecuniary interest in the applicable transaction); provided further however that if no Members are disinterested, no such separate approval shall be required. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, an increase or series of increases in the annual monitoring fee payable to an Affiliate of Trimaran under the Management and Monitoring Agreement not to exceed $500,000 in the aggregate (i.e., to provide for an annual aggregate monitoring fee of up to $1,000,000), as determined in the discretion of Trimaran in good faith, shall not be subject to any disinterested Member approval hereunder or otherwise so long as such increase is intended to reasonably compensate Affiliates of Trimaran for incremental monitoring responsibilities or activities to be performed by Affiliates of Trimaran under such agreement relative to the responsibilities or activities performed by them as of the date hereof. For the avoidance of doubt, the foregoing provision shall not apply to transactions expressly contemplated by this Agreement (including but not limited to transactions covered under Articles IV, VII and VIII).
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Member Transactions. (a) Process Member purchase and Client repurchase orders, as authorized by the Client.
Sample 1Sample 2Sample 3
Member Transactions. SAIS reserves the right to reject any application for insurance if such application is incomplete, if its information cannot be validated or if the information contained in the application does not conform with the insurance carrier’s underwriting guidelines. SAIS has no obligation to complete or correct any incomplete or inaccurate application submitted by Member. SAIS must rely on Member to provide full and accurate information. SAIS shall not be responsible either for exposures or policy limits not requested by Member. It is the responsibility of Member to understand the underwriting requirements for any policy of insurance and to accurate, truthfully and completely communicate any such information to SAIS in a timely manner. • Except as provided herein to the contrary, Member retains all renewal rights to policies obtained through SAIS. • Member has sole and exclusive responsibility for all communications with the insurance buyer and for all policy servicing functions, all legal and regulatory requirements pertaining to the insurance buyer and to the conduct of Member’s insurance business. • Member shall not hold itself out as an agent for or representative of SAIS or any SAIS Market. • Member understands that Member has no express or implied authority to bind coverage on behalf of any SAIS Market. Member understands and agrees that no insurance coverage is bound by any SAIS Market until such coverage is expressly confirmed in writing either by the applicable SAIS Market or by SAIS. Member is not authorized to confirm binding of coverage to any insured nor to issue any certificate of insurance or other evidence of insurance to any insured, any additional insured, any loss payee or to any third person unless and until binding of coverage is confirmed in writing by either SAIS or the SAIS Market, and Member is authorized in writing to issue such evidence of insurance. • Member shall notify SAIS of any legal action, threat of legal action, or complaint filed with a regulatory authority with respect to any matters pertaining to this Agreement immediately upon notice of the same. Member shall cooperate with SAIS in the investigation, settlement or defense of any claim, suit or complaint arising out of business produced hereunder, and shall do nothing to prejudice the rights of SAIS in relation thereto. All notices of suits, suit papers or written complaints shall be forwarded to SAIS regarding business written under this Agreement within two (2) business da...
Sample 1
Member Transactions. You and we agree that if a Payment Order is a portion of a funds transfer in which other portions are subject to the EFTA, all actions and disputes between you and credit union concerning such Payment Order shall be determined pursuant to UCC Article 4A, as varied by this Agreement, and not the EFTA.
Sample 1Sample 2
Member Transactions. The sublease by the Company of rail cars from PTS, or the provision of rail cars to the Company by PTS without formal sublease arrangement, shall each constitute a Member Transaction as to PTS. The lease of the Transloading Facility and the Equipment by the Company from DPT shall constitute a Member Transaction with respect to DPT. The obligations of the Company to the respective Members for Member Transactions shall be the amount determined under the formulations set forth in Exhibit B.
Sample 1Sample 2
Member Transactions. The Subscription Service includes various product and service offerings that permit Members to enter into online transactions with other Members upon terms and conditions mutually agreed upon by the respective Members. While the Agreement establishes the general rules and procedures for Customer’s interactions with the Subscription Service, the specific terms and conditions of transactions (such as pricing, delivery, warranties, refunds and confidentiality) entered into between such transacting Members of the Subscription Service (such as Customer and any third-party Member) must be established and mutually agreed upon separately by such Members. All transactions conducted through the Subscription Service are intended to be carried out between businesses, and not individuals or consumers. To the extent permitted by law, Customer, on behalf of itself and its Authorized Users, agrees that its and their dealings with Provider and any transactions conducted through the Subscription Service are not intended to be subject to any consumer protection legislation. Customer agrees that:
Sample 1Sample 2
Member Transactions. The lease of the Transloading Facility by the Company from DPT shall constitute a Member Transaction with respect to DPT. The obligations of the Company to the respective Members for Member Transactions shall be the amount determined under the formulations set forth in Exhibit B.
Sample 1
AutoNDA by SimpleDocs
Member Transactions a. SAIS reserves the right to reject any application for insurance if such application is incomplete, if its information cannot be validated or if the information contained in the application does not conform with the insurance carrier’s underwriting guidelines. SAIS has no obligation to complete or correct any incomplete or inaccurate application submitted by Member. SAIS must rely on Member to provide full and accurate information. SAIS shall not be responsible either for exposures or policy limits not requested by Member. It is the responsibility of Member to understand the underwriting requirements for any policy of insurance and to accurate, truthfully and completely communicate any such information to SAIS in a timely manner.
Sample 1
Member Transactions 
Sample 1

Related to Member Transactions

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Other Transactions The transactions contemplated by the Sale and Servicing Agreement to be consummated on the Closing Date shall be consummated on such date.

  • Insider Transactions There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Consummation of Related Transactions Agent shall have received fully executed copies of the Related Transactions Documents, each of which shall be in form and substance reasonably satisfactory to Agent and its counsel. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Merger Transaction Section 2.1

Time is Money Join Law Insider Premium to draft better contracts faster.