Common use of Contracts With Directors or Their Affiliates Clause in Contracts

Contracts With Directors or Their Affiliates. A contract or other transaction between the Company and one or more of its Directors, or between the Company and an organization in or of which one or more of its Directors are Directors, directors, managers, officers, or legal representatives or have a material financial interest, is not void or voidable because the Director or Directors or the other organizations are parties or because the Director or Directors are present at the meeting of the Members or the Board or a committee at which the contract or transaction is authorized, approved, or ratified, if: (a) the contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the Company at the time it was authorized, approved, or ratified; (b) the material facts as to the contract or transaction and as to the Director’s or Directors’ interest are fully disclosed or known to the Members, whether or not entitled to vote, and the contract or transaction is approved in good faith by the unanimous affirmative vote of all Class A Members; or (c) the material facts as to the contract or transaction and as to the Director’s or Directors’ interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Directors or committee members currently holding office, but the interested Director or Directors shall not be counted in determining the presence of a quorum and shall not vote.