Common use of Affiliates Clause in Contracts

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 40 contracts

Samples: Credit Agreement (Cimarex Energy Co), Credit Agreement (First Cash Financial Services Inc), Credit Agreement (Equity Oil Co)

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Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 28 contracts

Samples: Credit Agreement (Developers Diversified Realty Corp), Credit Agreement (DDR Corp), Secured Term Loan Agreement (Developers Diversified Realty Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 21 contracts

Samples: Credit Agreement (Plexus Corp), Credit Agreement (Xenith Bankshares, Inc.), Credit Agreement (Sei Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate that is not a Subsidiary except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 17 contracts

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

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 10 contracts

Samples: Senior Revolving Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate which is not a member of the Consolidated Group except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 8 contracts

Samples: Credit Agreement (Glimcher Realty Trust), Term Loan Agreement (Associated Estates Realty Corp), Credit Agreement (Glimcher Realty Trust)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 6 contracts

Samples: Credit Agreement (Headwaters Inc), Credit Agreement (Headwaters Inc), Credit Agreement (Res Care Inc /Ky/)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate which is not a member of the Consolidated Group except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 5 contracts

Samples: Credit Agreement (Associated Estates Realty Corp), Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate other than a Wholly-Owned Subsidiary except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 5 contracts

Samples: Credit Agreement (Sei Investments Co), Credit Agreement (Sei Investments Co), Credit Agreement (Sei Investments Co)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 5 contracts

Samples: Credit Agreement (Alleghany Corp /De), Credit Agreement (Alleghany Corp /De), Loan Agreement (Richardson Electronics LTD/De)

Affiliates. The Borrower will not, and will not permit any Material Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Material Subsidiary than the Borrower or such Material Subsidiary would obtain in a comparable arms-length transaction.

Appears in 4 contracts

Samples: Credit Agreement (Oge Energy Corp.), Term Loan Agreement (Oge Energy Corp.), Term Loan Agreement (Oge Energy Corp.)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate that is not a Subsidiary except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 4 contracts

Samples: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)

Affiliates. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Restricted Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary than the Borrower or such Restricted Subsidiary would obtain in a comparable arms-length transaction.

Appears in 4 contracts

Samples: Credit Agreement (Stepan Co), Credit Agreement (Stepan Co), Credit Agreement (Stepan Co)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 4 contracts

Samples: Credit Agreement (Aar Corp), Credit Agreement (Aar Corp), Credit Agreement (Aar Corp)

Affiliates. The Borrower will not, and will not permit any ---------- Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 3 contracts

Samples: Assignment Agreement (Gardner Denver Inc), Credit Agreement (Qad Inc), Assignment Agreement (Gardner Denver Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any material transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than a Wholly-Owned Subsidiary), except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction, except that any Unrestricted Subsidiary may make loans to the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (White Mountains Insurance Group LTD)

Affiliates. The Borrower will not, and will not permit any ---------- Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 3 contracts

Samples: Credit Agreement (Transit Group Inc), Acquisition Credit Agreement (Transit Group Inc), Credit Agreement (Transit Group Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactiontransaction and (b) transactions among the Borrower and Wholly-Owned Subsidiaries of the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Nuveen Investments Inc), Assignment Agreement (Nuveen John Company), Credit Agreement (Nuveen Investments Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction. 6.16.

Appears in 3 contracts

Samples: Credit Agreement (Kimball International Inc), Credit Agreement (Kimball International Inc), Credit Agreement (Kimball International Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 3 contracts

Samples: Credit Agreement (Airnet Systems Inc), Credit Agreement (Airnet Systems Inc), Credit Agreement (Airnet Systems Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than a Wholly-Owned Subsidiary) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Tri State Outdoor Media Group Inc), Credit Agreement (Tri State Outdoor Media Group Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arms length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Barry R G Corp /Oh/), Credit Agreement (Barry R G Corp /Oh/)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 2 contracts

Samples: Revolving Credit Agreement (DPL Inc), Revolving Credit Agreement (Dayton Power & Light Co)

Affiliates. The Each Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the such Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the such Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (MPW Industrial Services Group Inc), Credit Agreement (MPW Industrial Services Group Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower or another Subsidiary) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Ch Energy Group Inc), Credit Agreement (Ch Energy Group Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to and (b) transactions among the Borrower or such Subsidiary than and Wholly-Owned Subsidiaries of the Borrower or such Subsidiary would obtain in a comparable arms-length transactionBorrower.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Raymond James Financial Inc), Term Credit Agreement (Raymond James Financial Inc)

Affiliates. The Borrower will not, and will not permit any Parent or any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Clark/Bardes Holdings Inc), Credit Agreement (Clark/Bardes Holdings Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm’s-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Abx Air Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into sell or transfer any assets to, or purchase or acquire any assets of, or otherwise engage in any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer toof its respective Affiliates, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would could obtain or could be entitled to in a comparable armsan arm's-length transactiontransaction with a Person which is not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Anthem Inc), Day Credit Agreement (Anthem Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and the Credit Parties) except (i) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm’s-length transactiontransaction and (ii) the Permitted Restructuring.

Appears in 2 contracts

Samples: Credit Agreement (Encore Capital Group Inc), Credit Agreement (Encore Capital Group Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (i) those that exist on the date hereof and (ii) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 2 contracts

Samples: Credit Agreement (Ipc Holdings LTD), Assignment Agreement (Ipc Holdings LTD)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arms length transaction.

Appears in 2 contracts

Samples: Term Loan Agreement (Amli Residential Properties Trust), Ratable Note (Amli Residential Properties Trust)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactiontransaction and (b) as otherwise permitted by this Agreement.

Appears in 2 contracts

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

Affiliates. The No Borrower will, nor will not, and will not the Company permit any other Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the such Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the such Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction; provided, however, that the foregoing shall not apply to transactions exclusively between and among the Company and its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction, provided this Section 6.16 shall not prohibit inter-company transfers not otherwise restricted hereunder.

Appears in 2 contracts

Samples: Assignment Agreement (Shaw Group Inc), Assignment Agreement (Shaw Group Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and (i) upon fair and reasonable terms (taken as a whole) no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactiontransaction and (ii) transactions solely between or among the Borrower and its Wholly-Owned Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (SITE Centers Corp.), Credit Agreement (SITE Centers Corp.)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary ---------- to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate that is not a Subsidiary except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Ohio Casualty Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any material transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary Affiliates (other than the Borrower or such Subsidiary would obtain in a comparable armsWholly-length transaction.Owned

Appears in 1 contract

Samples: Credit Agreement (Fund American Enterprises Holdings Inc)

Affiliates. The Borrower Borrowers will not, and nor will not they permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's Borrowers’ or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower Borrowers or such Subsidiary than the Borrower Borrowers or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Inland Retail Real Estate Trust Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than a Subsidiary of the Borrower) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.length

Appears in 1 contract

Samples: Credit Agreement (Dexter Corp)

Affiliates. The No Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the such Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Revolving Credit Agreement (Richardson Electronics LTD/De)

Affiliates. The Borrower Borrowers will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the a Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the that which such Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Term Loan Agreement (Guild Holdings Co)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate that is not a Subsidiary, except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable terms. The Borrower will cause each Borrowing Subsidiary to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in remain a comparable armsWholly-length transactionOwned Subsidiary.

Appears in 1 contract

Samples: Assignment Agreement (Cooper Cameron Corp)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the 44 Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Affiliates. The Borrower will not, and will not permit any __________ Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm's length transaction.

Appears in 1 contract

Samples: Credit Agreement (Nike Inc)

Affiliates. The Borrower will not, and will not permit __________ any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm's length transaction.

Appears in 1 contract

Samples: Credit Agreement (Nike Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary of its ---------- Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Assignment Agreement (Money Store Inc /Nj)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.. SIDLEY AUSTIN BROWN & WOOD

Appears in 1 contract

Samples: Credit Agreement (Insurance Auto Auctions Inc /Ca)

Affiliates. The Borrower will not, and will not permit any Subsidiary subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiarysubsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary subsidiary than the Borrower or such Subsidiary subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Life Usa Holding Inc /Mn/)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and the other Credit Parties) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Headwaters Inc)

Affiliates. The Except to the extent required by applicable Law or regulation, the Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Great Plains Energy Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm's length transaction. 6.17.

Appears in 1 contract

Samples: Assignment Agreement (Nike Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction, provided that Lender approves any transaction in excess of $10,000,000.

Appears in 1 contract

Samples: Credit Agreement (MVB Financial Corp)

Affiliates. The Borrower will not, and will not permit Parent or any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Clark Inc)

Affiliates. The No Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the such Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Revolving Credit Agreement (Richardson Electronics LTD/De)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.. 1.2 1.3

Appears in 1 contract

Samples: Credit Agreement (Littelfuse Inc /De)

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Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arms length transaction.

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower or a Wholly-Owned Subsidiary) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Vectren Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arms length transaction; provided, however, that the foregoing shall not apply to transactions exclusively between and among the Borrower and its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Clarcor Inc.)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no not materially less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction.

Appears in 1 contract

Samples: Credit Agreement (Nike Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into sell or transfer any assets to, or purchase or acquire any assets of, or otherwise engage in any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer toof its respective Affiliates, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would could obtain or could be entitled to in a comparable armsan arm’s-length transactiontransaction with a Person which is not an Affiliate.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Anthem Inc)

Affiliates. The Borrower will not, and will not permit any Material Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Material Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Material Subsidiary than the Borrower or such Material Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Microchip Technology Inc)

Affiliates. The No Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the such Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.. 6.17

Appears in 1 contract

Samples: Revolving Credit Agreement (Richardson Electronics LTD/De)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any material transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no not materially less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction.

Appears in 1 contract

Samples: Credit Agreement (NIKE, Inc.)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Affiliates. The Borrower will not, and will not permit any Subsidiary of its ---------- Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Nesco Inc/Ok)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate Affiliate, except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Roadway Express Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (American Medical Security Group Inc)

Affiliates. The Borrower Borrowers will not, and nor will not they permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's Borrowers' or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower Borrowers or such Subsidiary than the Borrower Borrowers or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Inland Retail Real Estate Trust Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate Affiliate, including Holdings, except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Roadway Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactiontransaction or (ii) transactions comprising the Spin-Off Transaction.

Appears in 1 contract

Samples: Credit Agreement (Moneygram International Inc)

Affiliates. The Borrower will not, and will not permit any ---------- Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon terms deemed fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactionby FERC.

Appears in 1 contract

Samples: Assignment Agreement (Alliant Energy Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Borrower and the Credit Parties) except (i) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm’s-length transactiontransaction and (ii) the Permitted Restructuring.

Appears in 1 contract

Samples: Credit Agreement (Encore Capital Group Inc)

Affiliates. The Borrower Borrowers will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's Borrowers’ or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower Borrowers or such Subsidiary than the Borrower Borrowers or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Bancinsurance Corp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction.

Appears in 1 contract

Samples: Credit Agreement (Nike Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (i) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Dmi Furniture Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction.

Appears in 1 contract

Samples: Credit Agreement (LEAF Equipment Leasing Income Fund III, L.P.)

Affiliates. The Borrower will not, and will not permit any Subsidiary ---------- to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Assignment Agreement (DPL Inc)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Retail Value Inc.)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length arms‑length transaction.

Appears in 1 contract

Samples: Credit Agreement (Kimball International Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arms length transaction; provided, however, that the foregoing shall not apply to transactions exclusively between and among the Borrower and its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Clarcor Inc)

Affiliates. The Borrower will not, and it will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Tc Pipelines Lp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Loan Agreement (Gametech International Inc)

Affiliates. The Borrower will not, not and will not permit any Subsidiary to, of the Borrower to enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in (other than the ordinary course Borrower or any Subsidiary of business the Borrower and pursuant other than distributions to the reasonable requirements partners of the Borrower's or such Subsidiary's business and ) except upon fair and reasonable terms no not materially less favorable to the Borrower or any Subsidiary of the Borrower, as applicable, than such Subsidiary than the Borrower or such Subsidiary party would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Northern Border Partners Lp)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 1 contract

Samples: Assignment Agreement (Xeta Technologies Inc)

Affiliates. The Borrower Borrowers will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the applicable Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the such Borrower or such Subsidiary than the such Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Amresco Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than a Subsidiary) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Credit Agreement (SCP Pool Corp)

Affiliates. The Borrower will not, and nor will not it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate Affiliate, except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction. 6.17.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ziegler Companies Inc)

Affiliates. The Borrower Borrowers will not, and nor will not they permit any Subsidiary of their Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's Borrowers' or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower Borrowers or such Subsidiary than the Borrower Borrowers or such Subsidiary would obtain in a comparable arms-length transaction.. 6.18

Appears in 1 contract

Samples: Credit Agreement (Inland Retail Real Estate Trust Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Guarantor) except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

Appears in 1 contract

Samples: Assignment Agreement (Wam Net Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable armsarm's-length transaction.

Appears in 1 contract

Samples: Credit Agreement (Jason Inc)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transactiontransaction and (b) transactions among the Borrower and Guarantors.

Appears in 1 contract

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo)

Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's ’s or such Subsidiary's ’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-arm’s length transaction; provided, however, that the foregoing shall not apply to transactions exclusively between and among the Borrower and its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Clarcor Inc.)

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