Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") ), unless (i) such Affiliate Transaction Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") ), unless (i) such Affiliate Transaction Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTIONAffiliate Transaction") unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 10.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary from a financial point of view issued by an investment banking firm of national standing; PROVIDED provided that (x) transactions or payments pursuant to any employment arrangements arrangements, director or officer indemnification agreements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions Restricted Payments permitted under Section 3.07 4.7 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer on or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or after the Issue Date to enter into or make suffer to exist any contract, agreement, understanding, loan, advance arrangement or Guarantee with, or for the benefit of, transaction with any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTIONAffiliate Transaction") unless ), or any series of related Affiliate Transactions, (other than Exempted Affiliate Transactions), (i) unless the Company reasonably and in good faith determines that the terms of such Affiliate Transaction is on terms that are fair and reasonable to the Company, and no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in an arm's length transaction with a comparable transaction by the Company or such Subsidiary with an unrelated Person non-Affiliate, and (ii) the Company delivers if involving consideration to either party in excess of $1.0 million, unless such Affiliate Transaction(s) is evidenced by an Officers' Certificate addressed and delivered to the Trustee (a) with respect to any certifying that such Affiliate Transaction (or Transactions) has been approved by a majority of the members of the Board of Directors that are disinterested in such transaction and (iii) if involving aggregate consideration to either party in excess of $5.0 million, unless in addition the Company, prior to the consummation thereof, obtains a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an written favorable opinion as to the fairness of such Affiliate Transaction transaction to the Company or such Subsidiary from a financial point of view issued by from an independent investment banking firm of national standing; PROVIDED that (x) reputation or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to enter into transactions or payments with Affiliates pursuant to any employment arrangements agreements or employee or director benefit plans other documents entered into by simultaneously herewith on the Company or any of its Subsidiaries in Issue Date, including without limitation, the ordinary course of business agreements and consistent with other documents relating to the past practice New Senior Secured Notes and the issuance of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate TransactionsCompany's Series C Preferred Stock.

Limitations on Transactions with Affiliates. The Company Parties shall not, and shall not permit any of its Subsidiaries Subsidiary to, sellenter into at any time any contract, leasetransaction or other arrangement involving any Company Party or Subsidiary, transfer on the one hand, and any other Company Party or otherwise dispose of any of its properties or assets totheir respective Affiliates, officers, directors or purchase any property or assets fromemployees, or enter into or make any on the other hand, unless such contract, agreement, understanding, loan, transaction or arrangement (a) has been approved in writing in advance or Guarantee with, or for the benefit of, any Affiliate (each by a majority of the foregoing, an "AFFILIATE TRANSACTION"disinterested directors of the Board of Directors of Parent and (b) unless (i) such Affiliate Transaction is will be on terms and conditions that are no less favorable to the applicable Company Party or Subsidiary, as the relevant Subsidiary case may be, than those that could have been would be obtained from any Person who is not an Affiliate of (or otherwise related to) the Company Party or Subsidiary, as the case may be, in a comparable transaction by the similar transaction; PROVIDED, HOWEVER, that this SECTION 10.7 shall not apply to (i) any inter- company transactions between or among any Company Parties (PROVIDED that each such Company Party is a direct or such indirect wholly owned Subsidiary with an unrelated Person and of any Issuer) or (ii) the loan transactions listed in SCHEDULE 10.7 between Parent and the members of management of Parent listed therein for the dollar amounts set forth therein. The Company delivers to the Trustee (a) with respect Parties shall not, and shall not permit any Subsidiary to, make any payments to any Affiliate Transaction involving aggregate consideration Affiliated Dental Practice unless such payment is required to be made by such Company Party or Subsidiary under the applicable Management Agreement with such Affiliated Dental Practice, an Other Debt Document in excess of $5.0 million, a resolution existence as of the Board of Directors set forth date hereof or incurred after the date hereof in an Officers' Certificate certifying that such Affiliate Transaction complies connection with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate TransactionsLLCP Permitted Acquisition.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") ), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 4.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION") , unless (i) such Affiliate Transaction Transaction, is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions.

Limitations on Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, selldirectly or indirectly, leaseenter into any transaction or series of related transactions (including, transfer without limitation, the purchase, sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make the rendering of any contract, agreement, understanding, loan, advance or Guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each of the foregoing, an "AFFILIATE TRANSACTIONAffiliate Transaction"), other than (x) unless Affiliate Transactions permitted under paragraph (ib) such below and (y) Affiliate Transaction is Transactions on terms that are no less favorable to the Company or the relevant Subsidiary than those that could might reasonably have been obtained in a comparable transaction by at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Subsidiary with an unrelated Person Restricted Subsidiary. All Affiliate Transactions (and (iieach series of related Affiliate Transactions which are similar or part of a common plan) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration payments or other property with a fair market value in excess of $5.0 million, a resolution of 2.5 million shall be approved by the Board of Directors set forth in an Officers' Certificate certifying of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and (b) has determined that such transaction complies with respect to the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction involving (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate consideration in excess fair market value of more than $15.0 5.0 million, an the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Company or such Subsidiary the relevant Restricted Subsidiary, as the case may be, from a financial point of view issued view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by an investment banking firm the Company's Board of national standingDirectors or senior management; PROVIDED that (xii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture; (iii) Restricted Payments permitted by the Indenture; (iv) payments made pursuant to any employment arrangements the Management Agreement; (v) loans and advances (or employee guarantees of third party loans) to officers or director benefit plans entered into by employees of the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent not to exceed $750,000 at any time outstanding; (vi) any employment agreement, collective bargaining agreement, employee benefit plan, related trust agreement, indemnification agreement, benefit plan or similar plan (including arrangements made with respect to bonuses) for the past practice benefit of directors, officers or employees of the Company or such Subsidiary, (y) transactions between or among any of its Restricted Subsidiaries entered into in the Company and/or its Subsidiaries ordinary course of business; and (zvii) the transactions permitted under Section 3.07 hereofand payments contemplated by any agreement as in effect as of the Issue Date (including without limitation, in each case, shall not be deemed to be Affiliate Transactionsthe Merger Agreement and the Stockholders' Agreement). SECTION 4.12.