Related Party Matters. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers or stockholders of the Company or any of its subsidiaries, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement or the Prospectus which is not so described. Neither the Company nor any of its subsidiaries has, directly or indirectly, extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company or any of its subsidiaries, or to or for any family member or affiliate of any director or executive officer of the Company or any of its subsidiaries.
Related Party Matters. (a) Except as set forth in Section 3.24(a) of the Seller Disclosure Letter, no Related Person (i) owns, directly or indirectly, any interest in (excepting not more than a one percent share holding for investment purposes in securities of publicly held and traded companies), or is an officer, director, partner, employee or consultant of, any Person which is a competitor, lessor, lessee, customer or supplier of Seller; (ii) holds a beneficial interest in any Assumed Contract or other agreement of Seller that is an Acquired Asset (other than stock options and other contracts, commitments or agreements between Seller and such persons in their capacities as employees, officers or partners of Seller); (iii) owns, directly or indirectly, in whole or in part, any tangible or intangible property (including, without limitation, any patent, trademark, trade name, service xxxx, franchise, invention, permit, license, trade secret or confidential information) which is an Acquired Asset or which Seller is using or the use of which is necessary for the Business; or (iv) has any cause of action or other claim whatsoever against Seller with respect to the Business or the Acquired Assets.
Related Party Matters. Except as disclosed in the Pricing Disclosure Package and the Offering Memorandum, none of the officers or employees of the Company or any of its subsidiaries, any person who owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable for more than 10% of any class of securities of the Company, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Company or any of its subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Company and its subsidiaries on a consolidated basis.
Related Party Matters. Campus Crest shall not employ, or permit any other Person to employ any funds or assets of the Company in any manner other than for the exclusive benefit of the Company. Except as Approved by the Executive Committee, the Company shall not pay fees or any other amounts to Campus Crest or any Affiliate as consideration for the performance of its duties as such. Campus Crest may designate one or more of its Affiliates, agents or employees to carry out its duties and responsibilities, provided, however, such delegation shall in no manner diminish (or be deemed to diminish), or relieve (or be deemed to relieve) Campus Crest of any obligations of Campus Crest hereunder. Each Member shall have the right to submit a proposal to the Company and the other Members to provide services that would otherwise be provided for the Company by a third party. However, except for the Property Management Agreement, Construction Agreement and the Development Agreement, no Member (or its Affiliates) shall receive any fees or compensation from the Company (or any Subsidiary) (including, without limitation, for the performance of any services relating to the development, operation, renovation, maintenance, sale, financing, or refinancing of the Properties), unless the terms and documentation with respect to such services have been Approved in advance by HSRE and Campus Crest. With respect to any Related Party Agreement (as defined below), the Member who is not a party to such Related Party Agreement (or whose Affiliate is not a party to such Related Party Agreement) shall have the unilateral right to exercise and enforce any and all of the Company’s rights under such Related Party Agreement. For purposes hereof, the term “Related Party Agreement” shall mean any contract or agreement between the Company (or a Subsidiary) and a Member (or an Affiliate of such Member) including, without limitation, any agreement for the performance of any services with respect to the Properties or the sale or refinancing of the Properties.
Related Party Matters. Except as disclosed in the Pricing Disclosure Package, the U.S. Base Prospectus and the Canadian Prospectus, none of the directors, officers or employees of the Company or any of its subsidiaries, any person who owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable for more than 10% of any class of securities of the Company, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Company or any of its subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Company and its subsidiaries on a consolidated basis.
Related Party Matters. The Company and PEWC hereby covenant and agree that the business relationship and all of the commercial transactions between the Company or any of its Affiliates, on the one hand, and PEWC or any of its Affiliates on the other shall be conducted in such a manner as is consistent with the Company’s and PEWC’s past customary practices, on such terms and conditions that are equal to, the same as or better than then current market terms available to the Company with respect to the subject matter of each such transaction and in accordance with any applicable Legal Requirements (herein “Satisfactory Contract Terms”). In addition, SOF acknowledges that both the Company and PEWC will continue to engage in such transactions on Satisfactory Contract Terms.
Related Party Matters. (a) Subject to the penultimate sentence of this Section 2.14(a), all transactions (including corporate allocations) between any member of the FE Outside Group, on the one hand, and the Company Group, on the other hand (such transactions, “Affiliate Transactions”), shall be (i) entered into and carried out in a manner that, except as may be required by any applicable Law, is (A) consistent with past practices and the corporate allocation and affiliate transaction policies of the FE Outside Group and the Company Group in effect at such time and (B) on terms and conditions that are commercially reasonable with respect to the subject matter thereof, and (ii) entered into and carried out in accordance with the requirements of any applicable Law (including, for the avoidance of doubt, on such terms and conditions as may be required to obtain the approval of the applicable Governmental Body in respect of such transaction). Notwithstanding anything to the contrary in this Agreement, except as required by applicable Law, the FE Member shall ensure during the term of this Agreement that any methodologies used to allocate costs to the Company Group (A) are and will be consistently applied to other members of the FE Outside Group in a manner that does not have a disproportionate adverse impact on the Company or any of its Subsidiaries as compared to any member of the FE Outside Group and (B) would not result in any fines or penalties that are imposed on any member of the FE Outside Group being allocated to the Company or any of its Subsidiaries. For so long as the Investor Member’s Common Percentage Interest is at least 30.0%, to the extent any (x) cost incurred outside of the ordinary course of business or inconsistent with past practices under any cost allocation methodology or (y) change to any cost allocation methodology results in any material costs being disallowed under any applicable regulatory revenue requirement of the Subsidiaries of the Company and the incurrence of such cost or such cost allocation methodology change is not otherwise required under applicable Law or necessary to avoid an Affiliate Transaction Default, the prior written consent of the Investor Member shall be required for such cost incurrence or change.
Related Party Matters. Notwithstanding anything to the contrary in this agreement, any decision on behalf of the JV relating to (a) the entry into, termination, amendment or waiver of any provision of a Related Party Agreement, (b) a dispute, resolution or settlement with respect to a Related Party Agreement, or (c) taking or not taking action with respect to a default or breach by the counterparty of a Related Party Agreement (each of (a) through (c), a “Related Party Matter”), shall be made by (x) the SoftBank Directors, in the event that Guardant or its Affiliate is the Related Party in such Related Party Matter, or (y) the Guardant Directors, in the event that SoftBank or its Affiliate is the Related Party in such Related Party Matter (such directors making such decision on behalf of the JV, the “Disinterested Directors”), and such Disinterested Directors shall have sole authority on behalf of the Board and the JV to make such decision; provided, however, that the Disinterested Directors shall consult with a designated senior executive of the Shareholder who is the Related Party (or whose Affiliate is the Related Party) before making a decision with respect to any Related Party Matter. For the purposes of this clause, “Related Party” shall mean either Guardant or SoftBank, whichever is a party to a given Related Party Agreement and “Related Party Agreement” shall mean an agreement between Guardant or SoftBank on the one hand and the JV on the other hand.
Related Party Matters. (a) Other than standard employee benefits generally made available to all employees, and the purchase of shares of the Company’s membership units and the issuance of options to purchase membership units of the Company, in each instance, approved by the board of managers of the Company (the “Board of Managers”) (or, in the case of any subsidiary, board of directors), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, or key employees, or any Affiliate (as defined below) thereof.
Related Party Matters. Except as set forth in Part 2.19 of the Disclosure Letter, or pursuant to any Intercompany Contract, to the Knowledge of the Seller, neither the Seller nor any Related Party (as defined below) is, or has been since January 1, 2009, (i) a competitor, creditor, debtor, customer, distributor, supplier or vendor of the Business or party to any Contract with, Seller or any Affiliate of Seller, with respect to the Business or (ii) an officer, director, employee, member, partner, family member, investor, shareholder or owner of any such Person referred to in clause (i). As used herein “Related Party” means (X) any Affiliate of Seller, (Y) any officer or director of the Seller or Affiliate of Seller or (Z) or any Affiliate of any Person referred to in clause (Y) above. All matters set forth on Part 2.19 of the Disclosure Letter shall be referred to as the “Related Party Arrangements”.
