Contracts Permitted Clause Samples

Contracts Permitted. Neither the Company nor any of its Subsidiaries shall enter into any transaction (or amend, waive or otherwise revise any term of any previously approved agreement) with any Member of the Company or any Affiliate thereof, or any member of the Family Group of an executive officer of such Member, or any Affiliate of any member of the Family Group of an executive officer of such Member, unless such transaction (x) has been approved in writing by a Supermajority Interest (or by Members holding at least 90% of the Units held by all Members (excluding any Units held by any Unadmitted Assignee), where required under Section 5.7(c)), and (y) is on terms and conditions not less favorable to the Company or such Subsidiary than those which would be obtained in a comparable arm’s-length transaction with a Person that is not so related to the Company or an Affiliate of a Member. This Section 6.7(a) and Section 5.7(b)(xvi) shall not apply to: (i) the performance by the Company and its Subsidiaries of its obligations under, or the making of payments as contemplated by, the Raw Material Supply Agreement, any of the Valero Support Agreements existing and in effect on the Effective Date, or the Members Working Capital Facility (all of which the parties acknowledge are arm’s-length transactions), or under any other agreement that has, at the time in question, already received the requisite approval of a Supermajority Interest (or approval by Members holding at least 90% of the Units held by all Members (excluding any Units held by any Unadmitted Assignee), if applicable) in accordance with this Section 6.7 and any applicable provisions of Section 5.7; (ii) transactions between the Company or any of its Subsidiaries and any employee of the Company or any of its Subsidiaries that are approved by (A) a majority of the Board of Managers, (B) at least one Darling Manager and (C) at least one Valero Manager; (iii) the payment of reasonable Managers’ fees (other than to employee Managers) and the provision of customary indemnification to Managers and Officers of the Company and its Subsidiaries; (iv) any transaction between the Company and any of its wholly-owned Subsidiaries or between any of the Company’s wholly-owned Subsidiaries; (v) any non-material amendment or revision to, or waiver of a non-material provision of, a Related Party Agreement, including any amendment that is (A) needed to correct an unintentional error, changes in applicable law or unforeseen circumstances, or ...
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Contracts Permitted. No contract or transaction between LLC and one or more of its Directors or officers, or between LLC and any other limited liability company, corporation, partnership, association, or other organization in which one or more of its managers, directors or officers, are Directors or officers of LLC, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) The material facts as to such Director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or (iii) The contract or transaction is fair as to LLC as of the time it is authorized, approved or ratified by the Board of Directors, a committee or the Members.
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Contracts Permitted. 11 (b) Quorum............................................................................... 11 Section 2.7
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Contracts Permitted. No contract or transaction between IOC and one or more of its Directors or Officers, or between IOC and any other limited liability company, corporation, partnership, association, or other organization in which one or more of its managers, directors or officers, are Directors or Officers of IOC, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if (I) the material facts as to such Director's or Officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes
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Contracts Permitted. Neither the Company nor any of its Subsidiaries shall enter into any transaction (or amend, waive or otherwise revise any term of any previously approved agreement, including, without limitation, the Raw Material Supply Agreement, each Valero Agreement and the Members Working Capital Facility) with any Member of the Company or any Affiliate thereof, or any member of the Family Group of an executive officer of such Member, or any Affiliate of any member of the Family Group of an executive officer of such Member, unless such transaction (x) has been approved in writing by a Supermajority Interest and (y) is on terms and conditions not less favorable to the Company or such Subsidiary than those which would be obtained in a comparable arm’s-length transaction with a Person that is not so related to the Company or an Affiliate of a Member. This Section 6.7(a) shall not apply to: (i) the performance by the Company and its Subsidiaries of its obligations under, or the making of payments as contemplated by, the Raw Material Supply Agreement, the Lease Agreement, the Product Offtake Agreement, the Services and Utilities Supply Agreement, the Operations Agreement, the Interim Agreement or the Members Working Capital Facility, all of which the parties acknowledge are arm’s‑length transactions; (ii) transactions between the Company or any of its Subsidiaries and any employee of the Company or any of its Subsidiaries that are approved by (A) a majority of the Board of Managers, (B) at least one Darling Manager and (C) at least one Valero Manager; (iii) the payment of reasonable Managers’ fees (other than to employee Managers) and the provision of customary indemnification to Managers and Officers of the Company and its Subsidiaries; or (iv) any transaction between the Company and any of its wholly-owned Subsidiaries or between any of the Company’s wholly-owned Subsidiaries.
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Contracts Permitted. No contract or transaction between LLC and one or more of its Directors or officers, or between LLC and any other limited liability company, corporation, partnership, association, or other organization in which one or more of its managers, directors or officers are Directors or officers of LLC, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) The material facts as to such Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee of the Board of Directors, and the Board of Directors or committee of the Board of Directors in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; (ii) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or (iii) The contract or transaction is fair as to LLC as of the time it is authorized, approved or ratified by the Board of Directors, a committee or the Members.
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Contracts Permitted. Neither the Company nor any of its Subsidiaries shall enter into any transaction with any Member of the Company, any Affiliate or any member of the Family Group of such Member, or any Affiliate of any member of the Family Group of such Member, other than on terms and conditions not less favorable to the Company or such Subsidiary than those which would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. This Section 6.7(a) shall not apply to: (i) transactions between the Company or any of its Subsidiaries and any employee of the Company or any of its Subsidiaries that are approved by a majority of the Company’s Directors; (ii) the payment of reasonable Directors’ fees (other than to employee Directors) and the provision of customary indemnification to Directors and Officers of the Company and its Subsidiaries; (iii) any transaction between the Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (iv) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and not in excess of $5,000 in value in any single transaction or $15,000 in value in the aggregate during any twelve-month period; and (v) the issuance of Equity Securities of the Company and its Subsidiaries (other than any issuance in violation of the provisions of this Agreement), and compliance with the terms of any agreement or instrument evidencing, governing or relating to such Equity Securities.
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Related to Contracts Permitted

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower and the Subsidiary Guarantors will comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with applicable Anti-Money Laundering Laws and shall promptly advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in Borrower are in violation of such act.

  • Material Contracts; Burdensome Restrictions All contracts related to or governing any Indebtedness of any Loan Party and all other material contracts relating to the business operations of each Loan Party and each Subsidiary of each Loan Party are valid, binding and enforceable upon such Loan Party or Subsidiary and each of the other parties thereto in accordance with their respective terms, and there is no default thereunder, to the Loan Parties’ knowledge, with respect to parties other than such Loan Party or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Compliance with Laws; Permits (a) (i) Each of the Company and its Subsidiaries is and, since the Lookback Date has been, in compliance with all Laws and Orders applicable to the conduct of the Company and its Subsidiaries and (ii) since the Lookback Date, none of the Company or its Subsidiaries has received any written or oral notice from any Governmental Entity or any other person alleging a material violation of or noncompliance with any such Laws or Orders, except, in the case of each of the foregoing clauses (i) and (ii), as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries holds all permits, licenses, registrations, approvals, consents, accreditations, waivers, exemptions, certificates and authorizations of any Governmental Entity required for the ownership and use of its assets and properties or the conduct of its business (including for the occupation and use of the Company Leased Real Property) (collectively, “Company Permits”) and is in compliance with all terms and conditions of such Company Permits. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all of such Company Permits are valid and in full force and effect and none of such Company Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated hereby. None of the Company or its Subsidiaries is in default under any such Company Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a default under such Company Permit, and no Proceeding is pending or, to the Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any such Company Permit in a manner that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.