Affiliated Entities Clause Samples

Affiliated Entities. As used in this Agreement, "Affiliates" shall include the Company and each corporation, partnership, or other entity, which controls the Company, is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

Affiliated Entities. As used in this Agreement, “Company” shall include the Company, Texas Roadhouse, Inc. and each corporation, limited liability company, partnership, or other entity that is controlled by Texas Roadhouse, Inc., or is under common control with the Texas Roadhouse, Inc. (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

Affiliated Entities. As used in this Agreement, the term “Affiliate” means, with respect to any Person, any Person controlling, controlled by or under common control with such Person, and, in the case of an individual, means his or her spouse, siblings, ascendants and descendants, and, with respect to the Company, includes, without limitation, each Person which controls the Company, is controlled by the Company or is under common control with the Company. For purposes of this definition, “control,” “controlled by” and “under common control with,” as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise. As used in this Agreement, the term “Person” means and includes an individual, a partnership, a joint venture, a corporation, a trust, an association, a limited liability company, an unincorporated organization and any other entity, and a government or any department, political subdivision or agency thereof.

Affiliated Entities. To the extent that any Controlled Affiliate of DT is a DT Stockholder, DT shall cause such Controlled Affiliate to comply with all obligations under this Agreement applicable to the DT Stockholder, and in furtherance of the foregoing, if any Controlled Affiliate of DT becomes a Beneficial Owner of Voting Securities on or after the date hereof, such Controlled Affiliate shall, and DT shall cause such Controlled Affiliate to, promptly (and in advance of such Controlled Affiliate becoming a Beneficial Owner, if reasonably practicable) execute a joinder in substantially in the form of Annex I, and to execute any and all documents or instruments and take such other actions required, or otherwise reasonably requested by SoftBank, to ensure that such Controlled Affiliate is subject to the obligations under this Agreement applicable to the DT Stockholder (provided that any failure to execute such documents or instruments or take such other actions shall not affect such obligations hereunder). To the extent that any Controlled Affiliate of SoftBank is a SoftBank Stockholder, SoftBank shall cause such Controlled Affiliate to comply with all obligations under this Agreement applicable to the SoftBank Stockholder, and in furtherance of the foregoing, if any Controlled Affiliate of SoftBank becomes a Beneficial Owner of Voting Securities on or after the date hereof, such Controlled Affiliate shall, and SoftBank shall cause such Controlled Affiliate to, promptly (and in advance of such Controlled Affiliate becoming a Beneficial Owner, if reasonably practicable) execute a joinder in substantially in the form of Annex I, and to execute any and all documents or instruments and take such other actions required, or otherwise reasonably requested by DT, to ensure that such Controlled Affiliate is subject to the obligations under this Agreement applicable to the SoftBank Stockholder (provided that any failure to execute such documents or instruments or take such other actions shall not affect such obligations hereunder).

Affiliated Entities. Departments, divisions, agencies or governmental entities which are affiliated politically, operationally or otherwise with Client, and which are not an Included Department (each, an “Affiliated Entity”) may purchase Services to the same extent as Client, provided, that the Affiliated Entity purchases the Services on the same terms and conditions as are contained in this Agreement pursuant to a fully executed Quote agreed to by Everbridge and such Affiliated Entity. Client and the Affiliated Entity shall maintain separate accounts with Everbridge. Solely as to the Agreement between Everbridge and such Affiliated Entity, all terms and references to “Client” shall refer to such Affiliated Entity upon execution of an applicable Quote. By executing a Quote each Affiliated Entity agrees to be bound by all the terms and conditions herein as to such Affiliated Entity. An entity that otherwise qualifies under this definition will be included within the meaning of Affiliated Entity even though it qualifies after the execution of this Agreement.

Affiliated Entities have Access Rights to this Partnership Agreement to the extent the Party affiliated with such Affiliates has itself such Access Rights. Such Access Rights must be requested by the Affiliated Entity from the Party that holds the Background or Results. Alternatively, the Party granting the Access Rights may individually agree with the Party requesting the Access Rights to have the Access Rights include the right to sublicense to the latter's Affiliated Entities [listed in Attachment 4]. Access Rights to Affiliated Entities shall be granted on Fair and Reasonable Conditions and upon written bilateral agreement. Affiliated Entities which obtain Access Rights in return fulfil all confidentiality and other obligations accepted by the Parties under this Consortium Agreement as if such Affiliated Entities were Parties. Access Rights may be refused to Affiliated Entities if such granting is contrary to the legitimate interests of the Party which owns the Background or the Results. Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of the Party to which it is Affiliated and shall automatically terminate upon termination of the Access Rights granted to such Party. Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse. Further arrangements with Affiliated Entities may be negotiated in separate agreements

Affiliated Entities. Any business entity which is fifty-one percent (51%) or more owned by Finance or TFCEI shall be deemed to be an “affiliate” for purposes of this Agreement.

Affiliated Entities. As used in Sections 6, 7 and 8 of this Agreement, "COMPANY" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).

Affiliated Entities. ▇▇▇▇▇ ▇▇▇▇▇ US, LLP is an independent member of ▇▇▇▇▇ ▇▇▇▇▇ International. ▇▇▇▇▇ ▇▇▇▇▇ International Limited is an English company. ▇▇▇▇▇ ▇▇▇▇▇ International provides no professional services to clients. Each member firm is a separate and independent legal entity and each describes itself as such. ▇▇▇▇▇ ▇▇▇▇▇ US, LLP is not ▇▇▇▇▇ ▇▇▇▇▇ International’s agent and does not have the authority to bind ▇▇▇▇▇ ▇▇▇▇▇ International or act on ▇▇▇▇▇ ▇▇▇▇▇ International’s behalf. None of ▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇ ▇▇▇▇▇ US, LLP, nor any of the other member firms of ▇▇▇▇▇ ▇▇▇▇▇ International has any liability for each other’s acts or omissions. The name ▇▇▇▇▇ ▇▇▇▇▇ and its associated logo is used under license from ▇▇▇▇▇ ▇▇▇▇▇ International Limited. ▇▇▇▇▇ ▇▇▇▇▇ Investment Services, LLC (“BTIS”), a U.S. Securities and Exchange Commission (“SEC”) registered investment adviser, may provide services to the Client in connection with the investment of proceeds from an issuance of securities. In such instances, services will be provided under a separate engagement, for an additional fee. Notwithstanding the foregoing, ▇▇▇▇▇ ▇▇▇▇▇ may act as solicitor for and recommend the use of BTIS, but the Client shall be under no obligation to retain BTIS or to otherwise utilize BTIS relative to Client’s investments. The fees paid with respect to investment services are typically based in part on the size of the issuance proceeds and ▇▇▇▇▇ ▇▇▇▇▇ may have incentive to recommend larger financings than would be in the Client’s best interest. ▇▇▇▇▇ ▇▇▇▇▇ will manage and mitigate this potential conflict of interest by this disclosure of the affiliated entity’s relationship, a Solicitation Disclosure Statement when Client retains BTIS’s services and adherence to ▇▇▇▇▇ Tilly’s fiduciary duty and/or fair dealing obligations to the Client. ▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC (“BTC”) ▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC (“BTC”) is a limited service broker-dealer specializing in merger and acquisition, capital sourcing, project finance and corporate finance advisory services. BTC does not participate in any municipal offerings advised on by its affiliate ▇▇▇▇▇ ▇▇▇▇▇ Municipal Advisors. Any services provided to Client by BTC would be done so under a separate engagement for an additional fee. ▇▇▇▇▇ ▇▇▇▇▇ Municipal Advisors (“BTMA”) is registered as a “municipal advisor” pursuant to Section 15B of the Securities Exchange Act and rules and regulations adopted by the SEC and the Municipal Securities Rulemaking Board (“MSR...