Common use of Transactions with Affiliates and Related Persons Clause in Contracts

Transactions with Affiliates and Related Persons. None of the Guarantors may, or may permit any Guarantor Subsidiary to, enter into any transaction (or series of related transactions) with any Related Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm's-length transaction with an unrelated third party; provided, however, that this Section 8.14 does not apply to transactions between or among Guarantors; and provided further that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Guarantor Subsidiary and an amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Guarantor Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm's-length transaction with an unrelated third party. Notwithstanding the foregoing, this Section 8.14 does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Guarantor Subsidiary with any of the other Guarantors, Guarantor Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Guarantor Subsidiary with any company that is a member of the Votorantim Group; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary.

Transactions with Affiliates and Related Persons. None of the Guarantors may, or may permit any Guarantor Subsidiary of their Subsidiaries to, enter into any transaction (or series of related transactions) with any Related Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm's-length transaction with an unrelated third party; provided, however, that this Section 8.14 does not apply to transactions between or among Guarantors; and provided further that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Guarantor Subsidiary and an amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Guarantor Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm's-length transaction with an unrelated third party. Notwithstanding the foregoing, this Section 8.14 covenant does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Guarantor Subsidiary with any of the other Guarantors, Guarantor Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Guarantor Subsidiary with any company that is a member of the Votorantim GroupRelated Party; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary.

Transactions with Affiliates and Related Persons. None of the Guarantors may, or may permit any Guarantor Subsidiary of their Subsidiaries to, enter into any transaction (or series of related transactions) with any Related Party, including any Investment, either directly or indirectly, unless such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm'sarm’s-length transaction with an unrelated third party; provided, however, that this Section 8.14 does not apply to transactions between or among Guarantors; and provided further that for any such transaction (or series of related transactions) involving a Related Party other than a Guarantor or a Guarantor Subsidiary and an amount in interest in excess of US$10 million, a Senior Officer of such Guarantor shall, or shall cause a Senior Officer of such Guarantor Subsidiary to, determine that such transaction is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as the case may be, than those that could have been obtained in a comparable arm'sarm’s-length transaction with an unrelated third party. Notwithstanding the foregoing, this Section 8.14 covenant does not apply to (a) any loan or similar financial transaction (or series of related transactions) entered into for the purpose of performing cash management or other financial management functions by any Guarantor or Guarantor Subsidiary with any of the other Guarantors, Guarantor Subsidiaries or Related Parties; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary, and (b) any tax allocation agreements entered into from time to time by any Guarantor or any Guarantor Subsidiary with any company that is a member of the Votorantim GroupRelated Party; provided that such transaction (or series of related transactions) would not be materially adverse to the results of operations or financial condition of any such Guarantor or Guarantor Subsidiary.