Common use of Member Transactions Clause in Contracts

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).

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 member 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).