Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 21 contracts

Samples: Credit Agreement (Columbia Acorn Trust), Credit Agreement (Wanger Advisors Trust), Credit Agreement (Columbia Funds Variable Series Trust II)

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Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 14 contracts

Samples: Credit Agreement (Capstar Hotel Co), Security Agreement (Smith Corona Corp), Credit Agreement (Zaring National Corp)

Limitation on Transactions with Affiliates. (a) Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (ai) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (bii) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (ciii) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 14 contracts

Samples: Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp), Parent Guarantee Agreement (L 3 Communications Corp)

Limitation on Transactions with Affiliates. Enter into into, or permit any of its Subsidiaries to enter into, any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, and (b) in the ordinary course of such the Borrower’s or such Subsidiary’s business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 12 contracts

Samples: Credit Agreement, Credit Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Credit Agreement (Kayne Anderson MLP Investment CO)

Limitation on Transactions with Affiliates. Enter into into, or permit any of its Restricted Subsidiaries to enter into, any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, and (b) in the ordinary course of such the Borrower’s or such Restricted Subsidiary’s business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 8 contracts

Samples: Credit Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Credit Agreement, Credit Agreement

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than the Borrower or a wholly-owned Subsidiary of the Borrower) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 7 contracts

Samples: Credit Agreement (PHH Corp), Credit Agreement (PHH Corp), Fourth Amendment (PHH Corp)

Limitation on Transactions with Affiliates. Enter into any transactioninto, including, without limitationdirectly or indirectly, any purchasetransaction or series of related transactions, sale, lease whether or exchange not in the ordinary course of property or the rendering of any servicebusiness, with any Affiliate of Holdings, the Borrower or any Subsidiary (other than between or among Loan Parties), unless such transaction is (ai) otherwise not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (cii) upon fair and reasonable terms no less favorable to Holdings, the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate., except that the following shall be permitted:

Appears in 5 contracts

Samples: Credit Agreement (FreightCar America, Inc.), Credit Agreement (Pacific Investment Management Co LLC), Credit Agreement (Pacific Investment Management Co LLC)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or property, the rendering of any service, or the payment of any management fees or management compensation, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 3 contracts

Samples: Credit Agreement (Armor Holdings Inc), Credit Agreement (Armor Holdings Inc), Credit Agreement (Armor Holdings Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 3 contracts

Samples: Credit Agreement (Nbty Inc), Credit Agreement (Nbty Inc), Credit Agreement (Nbty Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Parent Borrower or such Borrower Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this Section 8.11 shall be deemed to prohibit:

Appears in 3 contracts

Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Borrower unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit:

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Sirva Inc), Credit and Guarantee Agreement

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Parent Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit:

Appears in 2 contracts

Samples: Credit Agreement (VWR International, Inc.), Credit Agreement (VWR International, Inc.)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Company or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.; provided that nothing contained in this Section 8.10 hereof shall be deemed to prohibit:

Appears in 2 contracts

Samples: Note Purchase Agreement (Telex Communications Inc), Note Purchase Agreement (Telex Communications Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Parent Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit:

Appears in 2 contracts

Samples: Credit Agreement (Hertz Corp), Mortgage, Security Agreement (Hertz Corp)

Limitation on Transactions with Affiliates. Enter into any ------------------------------------------ transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s 's business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Excelsior Tax Exempt Funds Inc), Credit Agreement (Excelsior Funds Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course reasonable determination of such Borrower’s businessthe Administrative Agent, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Napco Security Technologies, Inc), Credit Agreement (Napco Security Technologies, Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this Section 7.10 shall be deemed to prohibit:

Appears in 2 contracts

Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Loan and Security Agreement (Apollo Tactical Income Fund Inc.), Loan and Security Agreement (Apollo Senior Floating Rate Fund Inc.)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than a Subsidiary) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s businessAgreement, and (cb) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Bally Total Fitness Holding Corp), Credit Agreement (Bally Total Fitness Holding Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of any Borrower's or such Borrower’s business, and Subsidiary's business or (c) upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Baldwin Technology Co Inc), Credit Agreement (Baldwin Technology Co Inc)

Limitation on Transactions with Affiliates. Enter into any ------------------------------------------ transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s 's business, and (c) upon terms which are fair and reasonable terms no less favorable to such Borrower than in light of comparable quality services it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Mercantile Mutual Funds Inc), Credit Agreement (Mercantile Mutual Funds Inc)

Limitation on Transactions with Affiliates. Enter into any ------------------------------------------ transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate affiliate of the Borrower unless such transaction is (ai) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (bii) in the ordinary course of such Borrower’s 's business, and (ciii) upon fair and reasonable terms no less favorable to such the Borrower than it would obtain in a comparable arm’s 's length transaction with a Person party which is not an Affiliateaffiliate of the Borrower.

Appears in 1 contract

Samples: Convertible Loan Agreement (Gateway Co Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) does not involve aggregate consideration in the ordinary course excess of such Borrower’s business, and $5,000,000 or (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Napco Security Technologies, Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than any Group Member) unless such transaction is (a) otherwise not otherwise prohibited under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of business of such Borrower’s businessGroup Member, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Chatham Lodging Trust)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than any Group Member) unless such transaction is (a) otherwise not otherwise prohibited under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of business of such Borrower’s businessGroup Member, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.. 106

Appears in 1 contract

Samples: Credit Agreement (Chatham Lodging Trust)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to Holdings or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.10 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (RSC Equipment Rental, Inc.)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to Holdings or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.10 shall be deemed to prohibit: 167

Appears in 1 contract

Samples: Credit Agreement (RSC Equipment Rental, Inc.)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement or any other Loan Document, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to such Borrower the Borrowers, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Frontline Capital Group)

Limitation on Transactions with Affiliates. Enter Borrower shall not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of Borrower’s or such BorrowerAffiliate’s business, and (c) upon fair and reasonable terms no less favorable to Borrower or such Borrower Affiliate, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Revolving Credit Loan and Security Agreement (Ashford Hospitality Trust Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of such a Borrower’s business, 's or Subsidiary's business and (c) upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Hallwood Group Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and/or the applicable laws and not in violation regulations of the 1940 ActUnited States, (b) in the ordinary course of such Borrower’s 's business, and (c) upon terms which are fair and reasonable terms no less favorable to such Borrower than in light of comparable quality services it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Heartland Group Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not is otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) is in the ordinary course of business of the Borrower or such Borrower’s businessSubsidiary, and (c) is upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Fpa Medical Management Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of Administrative Borrower unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to Administrative Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided, that, nothing contained in this Section 6.11 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (Sirva Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.. The foregoing limitation does not limit, and shall not apply to:

Appears in 1 contract

Samples: Credit Agreement (Digital Television Services of Kansas LLC)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s Subsidiary's business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Technical Olympic Usa Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of such Borrower’s business, or such other Loan Party’s business and (c) upon fair and reasonable terms no less favorable to such Borrower or such Loan Party, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Merisel Inc /De/)

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Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Borrower unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s arm’s-length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 7.11 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (Sirva Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Guarantor) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which that is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Serologicals Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to Holdings or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.10 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (RSC Holdings Inc.)

Limitation on Transactions with Affiliates. Enter Each Obligor shall ------------------------------------------ not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of the Obligor's or such Borrower’s Affiliate's business, and (c) or is upon fair and reasonable terms no less favorable to such Borrower Obligor than it would obtain in a comparable arm’s 's length transaction with a Person which is not an AffiliateAffiliate and (b) in compliance with all applicable law.

Appears in 1 contract

Samples: Credit Agreement (Providian Bancorp Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Parent Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (Imagex Com Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than any Group Member) unless such transaction is (a) otherwise not otherwise prohibited under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of business of such Borrower’s businessGroup Member, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.. 7.10

Appears in 1 contract

Samples: And Restatement Agreement Second Amendment and Restatement Agreement (Chatham Lodging Trust)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate affiliate of the Borrower unless such transaction is (ai) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (bii) in the ordinary course of such Borrower’s 's business, and (ciii) upon fair and reasonable terms no less favorable to such the Borrower than it would obtain in a comparable arm’s 's length transaction with a Person party which is not an Affiliateaffiliate of the Borrower.

Appears in 1 contract

Samples: Convertible Loan Agreement (Vitech America Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Borrower unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (Us Office Products Co)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate 111 (other than any Group Member) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of business of such Borrower’s businessGroup Member, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Chatham Lodging Trust)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate Affiliate, unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s Subsidiary's business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Tefron LTD)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of such Borrower’s business, or such other Loan Party’s business except to the extent specifically permitted by Section 9.7 and (c) upon fair and reasonable terms no less favorable to such Borrower or such Loan Party, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Merisel Inc /De/)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not is otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) is upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Revolving Credit and Guarantee Agreement (Fpa Medical Management Inc)

Limitation on Transactions with Affiliates. Enter Except with respect to the transactions specified in the Transaction Documents, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Promedco Management Co)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and/or the applicable laws and not in violation regulations of the 1940 ActUnited States of America, (b) in the ordinary course of such Borrower’s 's business, and (c) upon terms which are fair and reasonable terms no less favorable to such Borrower than in light of comparable quality services it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Japan Fund Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than any Group Member) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of business of such Borrower’s businessGroup Member, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Chatham Lodging Trust)

Limitation on Transactions with Affiliates. Enter Except as permitted by Section 7.12, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property Property or the rendering of any service, or the payment of any management, advisory or similar fees with any Affiliate other than any other Obligor unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of such Borroweran Obligor’s business, business and (c) upon fair and reasonable terms no less favorable to such Borrower Obligor than it would obtain in a comparable arm’s length transaction with a Person which that is not an Affiliate.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Verasun Energy Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.; provided that nothing contained in this subsection 8.10 shall be deemed to prohibit:

Appears in 1 contract

Samples: Credit Agreement (Graphic Packaging Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Brown Tom Inc /De)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s 's business, and (c) upon fair and reasonable terms no less favorable to such Borrower than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Korea Fund Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than a Subsidiary) unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s businessAgreement, and (cb) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.. 81

Appears in 1 contract

Samples: Credit Agreement (Bally Total Fitness Holding Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of the Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.which

Appears in 1 contract

Samples: Credit Agreement (Sybron International Corp)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement and not in violation of the 1940 ActAgreement, (b) in the ordinary course of either Borrower's or such Borrower’s business, Subsidiary's business and (c) upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s 's length transaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: Credit Agreement (Swisher International Group Inc)

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited permitted under this Agreement Agreement, and not in violation of the 1940 Act, (b) in the ordinary course of such Borrower’s business, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Borrower Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; provided that nothing contained in this Section 7.10 shall be deemed to prohibit: 10 [Treatment of Foreign Subsidiaries to be determined.]

Appears in 1 contract

Samples: Investment Agreement (Nci Building Systems Inc)

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