This clause typically indicates that the responsibilities, restrictions, or impacts of the contract apply both in a straightforward (direct) manner and in any more convoluted (indirect) ways. It is often used to ensure comprehensive coverage, preventing parties from bypassing obligations or restrictions through indirect actions.
(j) All documentation relating to any vendors, contractors, subcontractors, suppliers, professional consultants, furniture and equipment providers, brokers, attorneys, engineers, architects, interior decorators or any other person or entity that was paid or transferred by the Company or any affiliate (directly or indirectly) for work or services, with respect to the acquisition, development or construction of any of the Company’s branches (stores) or properties.
(m) All documentation relating to any appraisals/valuation services paid or transferred by the Company or any affiliate (directly or indirectly) with respect to any of the Company’s branches (stores), properties or any of its businesses, including loan originations.
(r) A detailed list of all Company shares held by Vernon W. Hill, II, Shirley Hill, John P. Silvestri, Theodore J. Flocco, Jr., and Brian P. Tierney, along with any shares held by any entity (directly or indirectly) (including any trust, similar estate planning entity or special purpose entity) owned, managed, controlled or associated (directly or indirectly) by or with them, their siblings, spouses, children or any other relatives (whether by blood, marriage or otherwise) or any business partner or associate of Mr. Hill, Ms. Hill, Mr. Silvestri, Mr. Flocco or Mr. Tierney.
Each of the entities described in this footnote (other than to the extent it directly holds securities as described herein) may be deemed to beneficially own the shares directly or indirectly controlled by such entities, but each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. While Patria Investments Limited does not own such shares directly, as described herein, Patria Investments Limited may be deemed to beneficially own the shares directly or indirectly held by the entities controlled (directly or indirectly) by it, whenever those entities are acting in the capacity of general partner and to the extent and subject to the limitations set forth in the limited partnership agreements of the Funds. Patria Investments Limited disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.
An “Interested Person” is any person which, as of the record date for the determination of stockholders entitled to notice of a proposed Business Combination and to vote thereon or consent thereto, or as of the date of any such vote or consent, or immediately prior to the consummation of the Business Combination, beneficially owns, directly or indirectly, five per cent (5%) or more of the outstanding shares of stock of the Corporation entitled to vote in elections of directors, considered separately for purposes of this Article Eighth.
An “associate” of a specified person is (1) any person of which such specified person is an officer or partner or is, directly or indirectly, the beneficial owner of ten per cent (10%) or more of any class of equity securities, (2) any trust or other estate in which such specified person owns ten per cent (10%) or more of the total beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person, (4) any person who is a director or officer of such specified person or any corporation which controls or is controlled by such specified person or (5) any other member or partner in a partnership, limited partnership, syndicate or other group, formal or informal, of which such specified person is a member or partner and which is acting together for the purpose of acquiring, holding or disposing of securities of the Corporation.
A “subsidiary” of the Corporation is any corporation fifty per cent (50%) or more of the voting securities of which are beneficially owned, directly or indirectly, by the Corporation.
“Origination Rent” means with respect to each Materially Changed GL Asset and its Ground Lease, the operating revenues payable directly or indirectly to Portfolio Holdings under such Ground Lease other than any net operating income paid or payable to Portfolio Holdings (directly or indirectly) in connection with a GL Material Change of a Company GL Asset including any upsize rent (net of actual applicable operating expenses). Origination Rent dependent on the level of future inflation shall be determined by the Managing Member based on consistently applied inflation assumptions until the actual inflation level is known; provided that inflation for these purposes shall be 2% unless the Managing Member determines otherwise. Otherwise, if the Ground Lease provides for a payment of an additional component of Origination Rent upon the occurrence of an event or circumstance (other than the mere passage of time), such component shall be excluded from Origination Rent but only until the event or circumstances occurs. By way of example only, if a Ground Lease provides for the fixed rent component to increase based on the fair market value of the asset in the future or future operating revenues of the lessee, then until the amount of increase is determined, such increase shall be excluded from Origination Rent. However, if the Ground Lease provides for an automatic increase in rent in the future, such increase shall be included in Origination Rent; and
The Portfolio Holdings LLCA provides for distributions of specified amounts to Caret unit holders. All other amounts which Portfolio Holdings determines to distribute are to be distributable to the GL unit holders or as directed by the Managing Member. All commercial Ground Lease Assets that are directly or indirectly owned by SAFE are required to be owned directly or indirectly by Portfolio Holdings, and Portfolio Holdings may designate any pre-development Ground Lease owned by SAFE, its subsidiaries or non-controlled joint venture as a Ground Lease when such Ground Lease ceases to be a pre-development Ground Lease upon terms and conditions approved by the Managing Member.
The Restricted Person further acknowledges and agrees that the Restrictive Covenants are being entered into by such Person in connection with such Restricted Person’s ownership of equity securities, directly or indirectly, of the Company Group, and not directly or indirectly in connection with the Restricted Person’s employment or other service relationship with the Company Group.
For purposes of the definition of Change in Control, the term "Continuing Director" shall mean a member of the Board or any entity which directly or indirectly controls the Company who either was a member of the Board on the date hereof or who subsequently became a director of the Company or any entity which directly or indirectly controls the Company and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Continuing Directors then in office.
Section 1203 of the Corporations Code of California includes provisions that may have the effect of deterring hostile takeovers or delaying or preventing in control or management of the Company. If an “interested person” makes an offer to purchase the shares of some or all of our shareholders, we must obtain an affirmative opinion in writing as to the fairness of the offering price prior to completing the transaction. California law considers a person to be an “interested person” if the person directly or indirectly controls our company, if the person is directly or indirectly controlled by one of our officers or directors, or if the person is an entity in which one of our officers or directors holds a material financial interest. If after receiving an offer from such an “interested person” we receive a subsequent offer from a neutral third party, then we must notify our shareholders of this offer and afford each of them the opportunity to withdraw their consent to the “interested person” offer.
Under the California Financial Code, no person shall, directly or indirectly, acquire control of a California state bank or its holding company unless the California Department of Business Oversight has approved such acquisition of control. A person would be deemed to have acquired control of the Company if such person, directly or indirectly, has the power (a) to vote 25% or more of the voting power of the Company or (b) to direct or cause the direction of the management and policies of the Company. For purposes of this law, a person who directly or indirectly owns or controls 10% or more of our outstanding common stock would be presumed to control the Company.
“associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
(C) “Change of Control” means (i) a corporation, a partnership or a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, acquires twenty five percent (25%) or more of the combined voting power of the outstanding securities of the Company or any entity which directly or indirectly controls the Company, which securities have the right to vote in elections of directors of the Company or any entity which directly or indirectly controls the Company, or (ii) the current members of the Board shall for any reason cease to constitute a majority of the Board, or (iii) the Company or any entity which directly or indirectly controls the Company disposes, by sale of stock, assets or otherwise, of all or substantially all of the business of the Company or the business of any entity which directly or indirectly controls the Company to a party or parties other than a subsidiary or other affiliate of the Company or any entity which directly or indirectly controls the Company pursuant to a partial or complete liquidation of the Company or any entity which directly or indirectly controls the Company, or (iv) the Board or any entity which directly or indirectly controls the Company approves the consolidation or merger of the Company or any entity which directly or indirectly controls the Company with or into any other person or entity (other than a wholly-owned subsidiary of the Company or any other entity which is directly or indirectly controlled by the Company), or any other person’s consolidation or merger with or into the Company or any entity which directly or indirectly controls the Company, which results in all or part of the outstanding shares of common stock of the Company or any entity which directly or indirectly controls the Company being changed in any way or converted into or exchanged for stock or other securities or cash or any other property;
In legal clauses, “directly or indirectly” refers to actions or consequences that occur either as an immediate result of a party’s conduct (directly) or through intermediate steps, third parties, or other means (indirectly). This phrase is used to cover all possible scenarios where a party’s actions might have an effect, even if those effects are not immediate or explicitly intended. It helps to ensure that no loopholes exist for actions taken through indirect means.
You should use “directly or indirectly” in legal documents when you want to cover a broad range of actions and their potential consequences, ensuring that all possibilities are accounted for. This phrase is useful in situations where responsibility or liability might arise not just from a party’s immediate actions, but also from actions taken through intermediaries, third parties, or indirect means. It helps close loopholes where parties might attempt to evade obligations or consequences by acting through other channels or through subtle, indirect methods.
When writing the phrase “directly or indirectly,” clarity, relevance, and context should guide its usage. Here are some considerations:
Positioning: Place the phrase alongside the key actions, responsibilities, or effects it is meant to qualify.
Example:
The organization shall not, directly or indirectly, support activities that are harmful to the environment.
Capitalization: It should be lowercase unless it begins a sentence or follows a colon in a title or heading.
Contextual Clarity: Ensure that use of the phrase does not render the sentence unnecessarily complex or confusing. It should enhance understanding by encompassing both immediate and extended potentialities.
Contracts that require comprehensive coverage of responsibilities and outcomes frequently contain the term “directly or indirectly.” Common types include:
Non-disclosure Agreements (NDAs): To cover all forms of information sharing that could result in leakage or misuse.
Example: The recipient agrees that it will not, directly or indirectly, disclose confidential information to any third party.
Employment Contracts: To address all potential forms of competition or conflict of interest.
Example: The employee shall not, directly or indirectly, engage in activities that compete with the employer’s business.
Service Agreements: To outline the scope of duties and potential liabilities.
Example: The service provider shall not be liable for any damages caused directly or indirectly by unforeseen events.
Franchise Agreements: To define the permissible operational behaviors and affiliations of the franchisee.
Example: The franchisee shall adhere to guidelines and shall not, directly or indirectly, defame the brand.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Disclaimer of Damages clause limits or eliminates a party's liability for certain types of losses, such as consequential, incidental, or punitive damages, that may arise from a breach of contract or other incidents. This clause is designed to reduce potential financial exposure and can significantly impact the scope of recoverable damages in a legal dispute.
A disclosure letter is a document provided during a transaction, typically accompanying a sale agreement, where the seller discloses specific information and any exceptions to the warranties stated in the contract. It serves to clarify details and protect the seller against potential future claims by informing the buyer of actual circumstances that might differ from contractual assumptions.
Dispositive power refers to the authority granted to an individual or entity to manage, direct, or dispose of assets or interests, typically within the context of a trust or investment arrangement. This power can include the ability to buy, sell, transfer, or otherwise regulate the assets, and is often accompanied by fiduciary responsibilities to act in the best interests of the beneficiaries or stakeholders.
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