Transactions with Interested Persons Clause Samples

Transactions with Interested Persons. Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

Transactions with Interested Persons. Except as set forth in SCHEDULE 3.22 hereto, no Stockholder, officer, employee or director of the Company and none of their respective parents, grandparents, spouses, children, siblings or grandchildren owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor, supplier or customer of the Company or any organization, person or entity with whom the Company is doing business.

Transactions with Interested Persons. Except as set forth in the Disclosure Documents, no officer, director or employee of the Company is or has made any arrangements with the Company to become a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Transactions with Interested Persons. Neither Seller nor any principal, officer, supervisory employee or director of Seller or any of their respective spouses or family members owns directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.

Transactions with Interested Persons. No officer, director or employee of the Company or any Company Subsidiary is or has made any arrangements with the Company or any Company Subsidiary to become a party to any transaction with the Company or any Company Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Transactions with Interested Persons. Except as set forth in Schedule 2.26 hereto, neither the Company, any of its Subsidiaries, nor any Stockholder, officer, supervisory employee or director of the Company or any of its Subsidiaries nor, to the Knowledge of Company, any of their respective spouses or family members, owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Company or any of its Subsidiaries,

Transactions with Interested Persons. Except as set forth in Schedule ------------------------------------ -------- 2.27 attached hereto, neither Company, any of its Subsidiaries, any Stockholder, ---- officer, supervisory employee or director of either Company or Subsidiary nor, to the knowledge of the Companies and the Stockholders, any of their respective spouses or family members, owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of either Company or any Subsidiary, or any organization which has a material contract or arrangement with either Company or any of its Subsidiaries. Except as set forth in Schedule -------- 2.27 attached hereto, there are no loans, leases or other continuing ---- transactions between either Company or any Subsidiary and any present, or former, stockholder, director, officer or employee or, to the knowledge of the Companies and the Stockholders, any member of such stockholder's, director's, officer's or employee's immediate family, or any business organization controlled by any such stockholder, director, officer, employee or his or her immediate family.

Transactions with Interested Persons. Other than as related to the provision of investment management services through the Company and BAM, since January 1, 2007, none of the Company or any of its Subsidiaries is or has been a party to any material transaction or Material Contract with any of the Sellers, any other member of the board of managers or comparable body, member, partner, officer or employee of the Company, any of the respective Immediate Family members of any of the foregoing Persons, or any of the respective Affiliates of any of the foregoing Persons, and, to the Knowledge of the Sellers, none of the foregoing Persons owns, directly or indirectly on an individual or joint basis, any interest (excluding passive investments in the shares of any enterprise which are publicly traded, provided such Person’s holdings therein, together with any holdings of such Person’s Affiliates and Immediate Family members, are less than five percent (5%) of the outstanding shares or comparable interest in such entity in the aggregate) in, or serves as an employee, independent contractor, officer, director, member, partner, or in another similar capacity of, any competitor, Client or Funds Client of the Company or any of its Subsidiaries or any other Person which has or since January 1, 2007, has had a Material Contract with the Company or any of its Subsidiaries.

Transactions with Interested Persons. Except as disclosed in the RMSI SEC Report (as hereinafter defined) or as set forth in Section 3.6 of the RMSI Disclosure Letter hereto, neither RMSI, nor any affiliate of RMSI, (i) owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of RMSI or any of the RMSI Subsidiaries, or any organization which has a material contract or arrangement with RMSI or any of the RMSI Subsidiaries or (ii) has directly or indirectly engaged in any transaction involving any lease or transfer any material (measured at the time of such transaction or as of the date hereof) cash, property or rights to or from RMSI or any of the RMSI Subsidiaries from, to or for the benefit of any affiliate of RMSI or any of the RMSI Subsidiaries.