Transactions with Partners and Affiliates Sample Clauses

Transactions with Partners and Affiliates. The Borrower Parties shall not, and shall not permit any of the Macerich Core Entities to directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with a holder or holders of more than five percent (5%) of any class of equity Securities of MAC, or with any Affiliate of MAC which is not its Subsidiary (a “Transactional Affiliate”), except as set forth on Schedule 8.6 or except, as reasonably determined by the Administrative Agent, upon fair and reasonable terms no less favorable to the Borrower Parties than would be obtained in a comparable arm’s-length transaction with a Person not a Transactional Affiliate; provided that any management agreement substantially in the form of the Master Management Agreements shall be deemed to satisfy the criteria set forth in this Section 8.6.

Transactions with Partners and Affiliates. Nothing in this Agreement shall preclude transactions between the Partnership and a Partner or a stockholder, affiliate, agent, or representative of a Partner. SECTION 3 CAPITAL ACCOUNTS, DISTRIBUTIONS, PROFITS, AND LOSSES.

Transactions with Partners and Affiliates. Neither the Borrower nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any Property or the rendering of any service) with any Affiliate of the Borrower which is not its Subsidiary, on terms that are determined by the Board of Directors of GGP, Inc. to be less favorable to the Borrower or any of its Subsidiaries, as applicable, than those that might be obtained in an arm's length transaction at the time from Persons who are not such an Affiliate. Nothing contained in this Section 10.4 shall prohibit (a) increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary in the industry or consistent with the past business practice of the Borrower or such Subsidiary; provided, however, that no Event of Default has occurred and is continuing; (b) payment of customary partners' indemnities; or (c) performance of any obligations arising under the Loan Documents.

Transactions with Partners and Affiliates. Neither ------------------------------------------ the Borrower nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of the Borrower, or with any Affiliate of the Borrower which is not its Subsidiary, unless such transaction is determined by the respective Boards of Directors of the Company to be no less favorable to the Borrower or any of its Subsidiaries, as applicable, than those that might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate. Nothing contained in this Section 10.5 ------------ shall prohibit (a) increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries; (b) payment of officers', directors', partners' and other similar indemnities; or (c) performance of any obligations arising under the Loan Documents.

Transactions with Partners and Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of the total partnership interests in the Company, or with an Affiliate of 41 the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those which might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) transactions with a partner or its Affiliate pursuant to or permitted by the relevant agreement of limited partnership; or (ii) any transaction between the Company and any of its wholly-owned Subsidiaries or between any of the Company's wholly-owned Subsidiaries or any transaction with a Person who holds Common Units received under the Plan or the agreements executed in connection with the Plan.

Transactions with Partners and Affiliates. After the Company has paid in full the principal of and all accrued interest (including Secondary Securities, as defined in the Collateralized Note Indenture issued with respect thereto) on the Senior Securities, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of the total partnership interests in the Company, or with an Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those which might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) transactions with a partner or its Affiliate pursuant to or permitted by the relevant agreement of limited partnership; or (ii) any transaction between the Company and any of its wholly-owned Subsidiaries or between any of the Company's wholly-owned Subsidiaries or any transaction with a Person who holds Units received by such Person under the Plan.

Transactions with Partners and Affiliates. Neither the Borrower, RMOP nor any of their respective Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of the Borrower, or in the case of RMOP, of RMOP, or with any Affiliate of the Borrower or in the case of RMOP, of RMOP which is not its Subsidiary, unless such transaction is determined by the respective Boards of Directors (or managers or trustees) of the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Industrial Interim GP LLC or RMIT to be no less favorable to the Borrower, RMOP or any of their Subsidiaries, as applicable, than those that might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate (other than transactions permitted by Section 2.3). Nothing contained in this Section 10.5 shall prohibit (a) increases in compensation and benefits for officers and employees of the Borrower, RMOP or any of their Subsidiaries; (b) payment of officers', managers', trustees', directors', partners' and other similar indemnities; (c) performance of any obligations arising under the Loan Documents; or (d) loans to Persons in connection with such Person's contribution of Real Property to the Consolidated Businesses or Minority Holdings.

Transactions with Partners and Affiliates. Subject to Section 7.8 and to the extent permitted under the other Transaction Documents, the Partners and their respective Affiliates may render to the Partnership such services as may be reasonably necessary for the management and conduct of the business of the Partnership. Payment for the services rendered by the Partners or their Affiliates shall be made by the Partnership. In addition, but subject to the other Transaction Documents, the Partners or their Affiliates shall be reimbursed by the Partnership for reasonable (out-of-pocket) expenses incurred by them on behalf of the Partnership in connection with the business and affairs of the Partnership. All requests for reimbursement shall be itemized in detail and be accompanied by paid vouchers representing the expenditure for which reimbursement is sought.

Transactions with Partners and Affiliates. The Borrower Parties shall not, and shall not permit any of the CNL Entities to directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with (i) a holder or holders of more than five percent (5%) of any class of equity Securities of CNL; or (ii) with any Affiliate of CNL which is not its Subsidiary (a “Transactional Affiliate”), except as set forth on Schedule 8.6 or except upon fair arid reasonable terms no less favorable to the Borrower Parties than would be obtained in a comparable arm’s-length transaction with a Person not a Transactional Affiliate. Nothing herein shall prohibit CNL from entering into and effectuating an agreement to purchase the Advisor in connection with CNL becoming a Public Company, provided such transaction (1) is recommended by a committee of independent members of the Board of Directors of CNL, and (2) ▇▇▇▇▇▇ Brothers or another nationally recognized investment banking firm has rendered a fairness opinion indicating that the compensation paid to the Advisor in connection with such transaction is fair to the Guarantor from a financial point of view.