Transactions with Partners and Affiliates of Partners Sample Clauses

Transactions with Partners and Affiliates of Partners. Except as may be expressly contemplated or permitted by the provisions of this Agreement, the Partnership shall not enter into any contracts, agreements or other business relationships with either of the Partners or any of the Affiliates of either of the Partners unless and except (i) all of the terms, provisions and conditions of such contract, agreement or business arrangement have been fully described and revealed to the other Partner and (ii) the other Partner has expressly consented in writing to such contract, agreement or other business relationship. To the extent that either of the Partners or any of the Affiliates of either of the Partners should hereafter enter into any contract, agreement or other business arrangement with the Partnership which satisfies the provisions of the immediately preceding sentence, all rights accruing to such Partner or such Affiliate under such contract, agreement or other business arrangement shall be the sole and exclusive property of such contracting party and neither the Partnership nor the other Partner or its Affiliates shall have any participation rights therein or thereto.
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Transactions with Partners and Affiliates of Partners. Each Partner hereby agrees that, with respect to any and all contracts and agreements entered into by and between the Partnership (on the one hand) and any Partner, the constituent partner of any Partner or any Affiliate of a constituent partner of any Partner (on the other hand), (i) the existence of such affiliation shall be disclosed to the other Partner prior to such agreement or contract being made and entered into, (ii) copies thereof shall be made available to such other Partner upon its request along with any details and other information related thereto and (iii) the execution of each such contract and agreement shall require the prior written consent of the other Partner (which consent shall not be unreasonably withheld or delayed).
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Transactions with Partners and Affiliates of Partners. Each Partner hereby agrees that, with respect to any and all contracts and agreements entered into by and between the Partnership and any Partner or any Affiliate of a Partner, (i) the existence thereof shall be disclosed to the other Partner, (ii) copies thereof shall be made available to such other Partner along with any details and other information related thereto and (iii) the execution of each such contract and agreement shall require the consent of the other Partner (which consent shall not be unreasonably withheld or delayed).
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Transactions with Partners and Affiliates of Partners. It is hereby recognized and acknowledged by and between the Partners that the Partnership shall have the express right and authority to enter into contracts and agreements, on an arms-length basis, with either of the Partners or any Affiliates of the Partners and all rights accruing to such Partner or such Affiliate under such arms-length contract shall be the sole and exclusive property of such contracting party and neither the Partnership nor the other Partner or its Affiliates shall have any participation rights therein or thereto. By way of example, but not limitation, if SMP is the national tour producer of a particular event or show, then SMP may contract with the Partnership, as owner of the Amphitheater, to book such event or show into the Amphitheater so long as the contractual terms thereof are arms-length when compared to the terms made with similar venues not owned or operated by SMP. Each Partner hereby agrees that, with respect to any and all contracts and agreements entered into by and between the Partnership and any Partner or any Affiliate of a Partner, (i) the existence thereof shall be disclosed to the other Partner, (ii) copies thereof shall be made available to such other Partner upon its request along with any details and other information related thereto and (iii) each such contract and agreement shall be subject to reasonable discussion and input from such other Partner concerning any issues related to the arms-length nature of such contract or agreement.
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Related to Transactions with Partners and Affiliates of Partners

  • Transactions with Shareholders and Affiliates No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of Euramax or of any such holder, on terms that are less favorable to Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could 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 a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • Transactions with Interested Persons Neither Seller nor any principal, officer, supervisory employee or director of Seller or any of their respective spouses or family members owns directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

  • Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

  • Joint Inventions With Partner The Parties will use reasonable efforts to report, and cooperate in obtaining patent protection on, inventions made jointly between NASA employees, Partner employees, and employees of either Party's Related Entities. Upon timely request, NASA may, at its sole discretion and subject to paragraph E. of this Article:

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