Transactions Between the Company and the Unitholders Sample Clauses

Transactions Between the Company and the Unitholders. Notwithstanding that it may constitute a conflict of interest, the Unitholders or their Affiliates may engage in any contract or transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company so long as such contract or transaction is approved by a majority of the disinterested members of the Board (even though the disinterested members are less than a quorum) or the contract or transaction is at arm’s length at the time that it is authorized or ratified by the Board. By its execution hereof, each Unitholder acknowledges and consents to performance by the Company and/or its Subsidiaries of its obligations under that the Management Services Agreement, which was entered into with an Affiliate of MDP.
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Transactions Between the Company and the Unitholders. Notwithstanding that it may constitute a conflict of interest, the Unitholders or their Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) or enter into any other agreement with the Company or any of its Subsidiaries so long as such transaction is approved by the Board.
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Transactions Between the Company and the Unitholders. Notwithstanding that it may constitute a conflict of interest or Corporate Opportunity in which the Company has an interest pursuant to Section 6.5, the Unitholders or their Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company (a) to the extent permitted by the Related Agreements or (b) so long as such transaction is approved by the Board in advance by the vote of 66 2/3% of the total number of Managers.
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Transactions Between the Company and the Unitholders. Notwithstanding that it may constitute a conflict of interest, subject to the Employee Equity Agreements, the Unitholders or their Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company so long as such transaction is approved by the Board; provided that, without the prior written consent of the Xxxxxxxx Manager or the holders of a majority of the Class B Units held by disinterested Unitholders, the Company shall not enter into or amend any agreement, transaction, commitment or arrangement with any of the Investors or any of their respective Affiliates, other than transactions entered into after the date hereof on terms no less favorable to the Company and its Subsidiaries than those that would be obtained on an arm's-length basis and for which there is a reasonable business purpose. Notwithstanding the foregoing, the restrictions set forth in this Section 3.13 shall not apply to (i) the Transaction Documents (which will be subject to the amendment standards set forth therein) and the transactions contemplated therein, (ii) an Approved Sale pursuant to Section 8.4 of this Agreement or (iii) agreements, transactions, commitments and arrangements entered into in connection with the issuance of Additional Securities pursuant to and in accordance with Section 3.4, provided that any agreements, transactions, commitments and arrangements entered into in connection with an issuance in which Xxxxxxxx is not entitled to participate as a result of its failure to be a Qualified Holder pursuant to Section 3.4(b)(i)(z) must be on terms no less favorable to the Company and its Subsidiaries than those that would be obtained on an arm's-length basis or on terms and conditions consistent in all material respects with any prior issuance and at a price per Unit equal to Fair Market Value.
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Related to Transactions Between the Company and the Unitholders

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Good Standing of the Company and the Operating Partnership (a) The Company is a corporation duly organized and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions and the contribution provisions contained in Sections 7 and 8 of this Agreement, respectively, may be limited under applicable securities laws.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

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