Common use of Transactions with Affiliates and Related Persons Clause in Contracts

Transactions with Affiliates and Related Persons. None of the Guarantors may, or may permit any of their Subsidiaries to, enter into any transaction (or series of related transactions) with any Related Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to such Guarantor or such Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with an unrelated third party; provided, that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Subsidiary and an amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with an unrelated third party. Notwithstanding the foregoing, this covenant does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Subsidiary with any of the other Guarantors, Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Subsidiary with any Related Party; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary.

Transactions with Affiliates and Related Persons. None of (a) Subject to sub-Clause 14.4(b) below, the Guarantors mayBorrower shall not, or may and shall not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into into, permit to exist, renew or extend any transaction (or series of related transactionstransactions (including, without limitation, the purchase, sale, transfer, assignment, lease, conveyance or exchange of property or assets, or the rendering of any service) with (each a "Transaction") with, or for the benefit of, any Related PartyPerson of the Borrower (or any Affiliate of such Person) or with, including or for the benefit of, any Investment, either directly or indirectlyAffiliate of the Borrower, unless any such transaction Transaction or series of related Transactions is on made upon fair and reasonable terms no less favorable favourable to such Guarantor the Borrower or such Subsidiary, as the case may be, than those that could have been obtained be obtained, at the time of such Transaction or, if such Transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with arms'-length Transaction with, or for the benefit of, a Person that is not a Related Person of the Borrower (or any Affiliate of such Person) or an unrelated third party; providedAffiliate of the Borrower. No such Transaction shall be consummated unless, that for any such transaction (in the case of a Transaction or series of related transactions) Transactions involving a Related Party other than a Guarantor aggregate consideration equal to or a Subsidiary and an amount in interest in excess of US$10 (i) U.S.$1 million, a Senior Officer of such Guarantor shall, the Borrower or shall cause a Senior Officer of such Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such the relevant Subsidiary, as the case may be, than those obtains the approval of its Board of Directors and (ii) U.S.$25 million, the Borrower or the relevant Subsidiary shall in addition have received (and shall have delivered a copy to the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements)) a written opinion of an internationally or nationally recognised investment banking firm addressed to, and stating that could have been obtained in a comparable arm’s-length transaction with an unrelated third party. Notwithstanding the foregoing, this covenant does not apply to (a) any loan or similar financial transaction (Transaction or series of related transactions) entered into for Transactions is fair from a financial point of view to, the purpose of performing cash management Borrower or other financial management functions by any Guarantor or Subsidiary with any of the other Guarantors, Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Subsidiary with any Related Party; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary.

Transactions with Affiliates and Related Persons. None of the Guarantors may(a) Subject to sub-Clause 3.4(b) below, no Guarantor shall, or may shall permit any of their its Subsidiaries to, directly or indirectly, enter into into, permit to exist, renew or extend any transaction (or series of related transactionstransactions (including, without limitation, the purchase, sale, transfer, assignment, lease, conveyance or exchange of property or assets, or the rendering of any service) with (each a "Transaction") with, or for the benefit of, any Related PartyPerson of the relevant Guarantor (or any Affiliate of such Person) or with, including or for the benefit of, any Investment, either directly or indirectlyAffiliate of the relevant Guarantor, unless any such transaction Transaction or series of related Transactions is on made upon fair and reasonable terms no less favorable favourable to such that Guarantor or such Subsidiary, as the case may be, than those that could have been obtained be obtained, at the time of such Transaction or, if such Transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length arms'-length transaction with with, or for the benefit of, a Person that is not a Related Person of the relevant Guarantor (or any Affiliate of such Person) or an unrelated third party; providedAffiliate of the relevant Guarantor. No such Transaction shall be consummated unless, that for any such transaction (in the case of a Transaction or series of related transactions) transactions involving a Related Party other than a Guarantor aggregate consideration equal to or a Subsidiary and an amount in interest in excess of US$10 (i) U.S.$1 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Subsidiary to, determine that such transaction is on terms no less favorable to such the relevant Guarantor or such Subsidiary, as the case may be, than those obtains the approval of its Board of Directors and (ii) U.S.$25 million, the relevant Guarantor or such Subsidiary shall in addition have received (and shall have delivered a copy to the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements)) a written opinion of an internationally or nationally recognised investment banking firm addressed to, and stating that could have been obtained in a comparable arm’s-length transaction with an unrelated third party. Notwithstanding the foregoing, this covenant does not apply to (a) any loan or similar financial transaction (Transaction or series of related transactions) entered into for Transactions is fair from a financial point of view to, the purpose of performing cash management or other financial management functions by any relevant Guarantor or Subsidiary with such Subsidiary. (b) The limitation does in sub-Clause 3.4(a) above shall not limit, and shall not apply to any of the other Guarantors, Subsidiaries or Related Parties; provided that such transaction (Transaction or series of related transactions) would not be materially adverse to Transactions solely between the results of operations or financial condition of any such Guarantor or Subsidiary, and (b) any tax allocation agreements entered into from time to time by any relevant Guarantor or any Subsidiary with of its Subsidiaries or the Borrower and any Related Party; provided that such transaction (of the Subsidiaries of the Borrower or series solely between Subsidiaries of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiaryrelevant Guarantor.

Transactions with Affiliates and Related Persons. None of the Guarantors may, or may permit any of their Subsidiaries to, enter into any transaction (or series of related transactions) with any Related Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to such Guarantor or such Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’sarm's-length transaction with an unrelated third party; provided, that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Subsidiary and an amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’sarm's-length transaction with an unrelated third party. Notwithstanding the foregoing, this covenant does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Subsidiary with any of the other Guarantors, Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Subsidiary with any Related Party; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Subsidiary.