Common use of Transactions with Company Clause in Contracts

Transactions with Company. (a) The Board of Directors may permit the Company to enter into one or more agreements or engage in one or more transactions with a Member or its Affiliates to render services to the Company, provide funds or credit support to the Company or sell, transfer or convey property or assets to the Company. Any such agreement or transaction pursuant to which services are rendered to the Company, funds or credit support are provided to the Company or property or assets are sold, transferred or conveyed to the Company by a Member or its Affiliates must satisfy one of the following requirements: (i) such agreement or transaction must be approved by one of the Directors not nominated by such Member; or (ii) the price and other material terms of such agreement or transaction, when considered together with the price and other material terms of all similar transactions between the Company and such Member or its Affiliates during the previous 12-month period, must not be materially less favorable to the Company than those generally being provided to or available from unrelated third parties, taking into account the totality of the circumstances surrounding such agreements or transactions (including such factors as reliability, quality, creditworthiness, convenience and ancillary services); provided, however, that UAG and its Affiliates shall not enter into any transaction or agreement pursuant to this Item (ii) which (A) requires payment to UAG or such Affiliate of a "UAG Corporate Identity Program Fee" (as applicable to other United Auto Group, Inc. dealerships), a "UAG Management Fee" (other than as provided in the Management Agreement) or any other fee for management services or overhead or (B) is described in subsections (d) or (e) of this Section 5.1.3. (b) Except as set forth in the Joint Venture Formation Agreement, no Member shall have any obligation to provide funds, credit support, goods or services to the Company or permit the Company to use any facilities or assets of such Member, in either case except as may be provided in contracts entered into from time to time specifically dealing with the provision of funds, credit support, goods or services or the use of such facilities or assets, nor shall there be any obligation on the part of any Member to enter into such contracts, except as otherwise set forth herein. (c) The Company shall enter into the Management Agreement, which shall not be amended, modified or terminated except by unanimous vote of the Board of Directors of the Company consistent with the provisions of Section 5.2 hereof. (d) The Company shall not lend funds, goods or services to any Member or its Affiliate, unless such agreement or transaction has been approved by one of the Directors not nominated by such Member. (e) The Company shall not pay or enter into an agreement to pay any allocation of Cleveland area management expenses incurred by UAG or its Affiliates (which shall not include any allocation of national or other regional expenses applicable to dealerships outside the Cleveland area) unless such payment or agreement has been approved by one of the Directors not nominated by UAG or its Affiliates, which approval shall not be unreasonably withheld.

Transactions with Company. (a) The Board of Directors may permit the Company to enter into one or more agreements or engage in one or more transactions with a Member or its Affiliates to render services to the Company, provide funds or credit support to the Company or sell, transfer or convey property or assets to the Company. Any such agreement or transaction pursuant to which services are rendered to the Company, funds or credit support are provided to the Company or property or assets are sold, transferred or conveyed to the Company by a Member or its Affiliates must satisfy one of the following requirements: : (i) such agreement or transaction must be approved by one of the Directors not nominated by such Member; or or (ii) the price and other material terms of such agreement or transaction, when considered together with the price and other material terms of all similar transactions between the Company and such Member or its Affiliates during the previous 12-month period, must not be materially less favorable to the Company than those generally being provided to or available from unrelated third parties, taking into account the totality of the circumstances surrounding such agreements or transactions (including such factors as reliability, quality, creditworthiness, convenience and ancillary services); provided, however, that UAG and its Affiliates shall not enter into any transaction or agreement pursuant to this Item (ii) which (A) requires payment to UAG or such Affiliate of a "UAG Corporate Identity Program Fee" (as applicable to other United Auto Group, Inc. dealerships), a "UAG Management Fee" (other than as provided in the Management Agreement) or any other fee for management services or overhead or (B) is described in subsections (d) or (e) of this Section 5.1.3. (b) Except as set forth in the Joint Venture Formation Agreement, no Member shall have any obligation to provide funds, credit support, goods or services to the Company or permit the Company to use any facilities or assets of such Member, in either case except as 7 <PAGE> may be provided in contracts entered into from time to time specifically dealing with the provision of funds, credit support, goods or services or the use of such facilities or assets, nor shall there be any obligation on the part of any Member to enter into such contracts, except as otherwise set forth herein. (c) The Company shall enter into the Management Agreement, which shall not be amended, modified or terminated except by unanimous vote of the Board of Directors of the Company consistent with the provisions of Section 5.2 hereof. (d) The Company shall not lend funds, goods or services to any Member or its Affiliate, unless such agreement or transaction has been approved by one of the Directors not nominated by such Member. (e) The Company shall not pay or enter into an agreement to pay any allocation of Cleveland area management expenses incurred by UAG or its Affiliates (which shall not include any allocation of national or other regional expenses applicable to dealerships outside the Cleveland area) unless such payment or agreement has been approved by one of the Directors not nominated by UAG or its Affiliates, which approval shall not be unreasonably withheld.