Certain Conflicts of Interest Sample Clauses

Certain Conflicts of Interest. The resolution of any Conflict of Interest approved by the Advisory Board shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.

Certain Conflicts of Interest. The resolution of any Conflict of Interest shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.

Certain Conflicts of Interest. Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Independent Representative for approval to determine whether such transaction is fair and reasonable to the Company and the Members; provided that no such Independent Representative approval shall be required to the extent that the Company obtains unsecured loans from related parties that, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. The resolution of any Conflict of Interest approved by the Independent Representative shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law, any transaction involving certain Conflicts of Interest shall be subject to review and approval by the Independent Representative.

Certain Conflicts of Interest. The Company confirms that all service and other contractual arrangements (excluding arrangements specifically contemplated in the Governing Documents or the Subscription Agreements) that involve the payment of any fee or expense by the Company between (i) the Company and (ii) the Adviser or its affiliates, shall be reviewed by the Board in accordance with the Investment Company Act and the rules and regulations promulgated thereunder.

Certain Conflicts of Interest. Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company or any Series may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Independent Representative for approval to determine whether such transaction is fair and reasonable to the Company and the Members; provided, however, that the Company may not purchase investments from the Managing Member, any Manager or their respective Affiliates without a determination by the Independent Representative that such transaction is fair and reasonable to the Company and the relevant Series and at a price to the Company or the relevant Series that is not materially greater than the cost of the asset to the Managing Member, such Manager or its Affiliate, as applicable. The resolution of any Conflict of Interest approved by the Independent Representative shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law, any transaction involving certain Conflicts of Interest shall be subject to review and approval by the Independent Representative.

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative. (b) Notwithstanding any requirements set forth in Section 5.9(a), including any Special Approval, for purposes of acquiring investments, the Company may obtain a loan from an Birgo Originator or one of their Affiliates (a “Related Party Loan”) on commercially reasonable terms with the approval of an Independent Representative; provided, that, no such Independent Representative approval shall be required to the extent that any such unsecured Related Party Loans, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. (c) Notwithstanding any requirements set forth in Section 5.9(a), the Company may also acquire a loan from an Birgo Originator without Special Approval and without the approval of an Independent Representative if such loan is not in default and the Birgo Originator originated the loan and is selling it to the Company at the par value of the loan, either (i) prior to the time any payments of principal have been (or were required to be made) or (ii) after one or more principal payments have been made, if (A) all such principal payments were timely made and (B) the Birgo Originator forwards the Company an amount equal to all such previously paid principal payments. To the extent that any interest payments have been previously made to the Birgo Originator on such loans, the Birgo Ori...

Certain Conflicts of Interest. In the event of a Conflict of Interest, the Managing Member may establish an advisory board comprised of members of the Managing Member’s expert network and external advisors. The resolution of any Conflict of Interest approved by such advisory board shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.

Certain Conflicts of Interest. Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Independent Representative for approval to determine whether such transaction is fair and reasonable to the Company and the Members. The resolution of any Conflict of Interest approved by the Independent Representative shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law, any transaction involving certain Conflicts of Interest shall be subject to review and approval by the Independent Representative.

Certain Conflicts of Interest. (a) Subject to compliance with applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager may direct the Trustee to acquire an Asset from, or sell an Asset to, the Collateral Manager, any of its Affiliates or any Client for which the Collateral Manager or any of its Affiliates serves as investment adviser for fair market value; provided that the Collateral Manager shall obtain the Issuer's written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate Transaction”). (b) With respect to the approval of Affiliate Transactions, the Issuer shall appoint the independent directors of G▇▇▇▇ Capital BDC, Inc., the Issuer’s designated manager, to act on behalf of the Issuer by majority vote (a majority of such directors, the “Independent Review Party”). The Issuer acknowledges that Affiliates of the Collateral Manager may purchase all of the outstanding Class B Notes and acquire all of the Subordinated Notes and Membership Interests and that Clients advised by the Collateral Manager or its Affiliates may acquire the Notes. In certain circumstances, the interests of the Issuer and/or the Holders with respect to matters as to which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of the Collateral Manager as set forth herein, in the Indenture or under applicable law.