Common use of Transaction with Affiliates Clause in Contracts

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section shall not prohibit (a) the Borrower or any Subsidiary of the Borrower from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors and (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, the Borrower will The Parent shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, make any payment to, or 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 or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the Borrower toforegoing, directly an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Parent or indirectly, such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person and (ii) the Parent delivers to the Holders (a) with respect to any transaction Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1,000,0003.0 million, pay any funds to or for a resolution of the account of, make any investment Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (whether i) above and that such Affiliate Transaction has been approved by acquisition a majority of stock or indebtedness, by loan, advance, transfer the disinterested members of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwisethe Board of Directors and (b) in, lease, sell, transfer or otherwise dispose except in the case of any assets, tangible or intangible, the provision of services in the ordinary course of business to, or participate in, or effect any transaction the receipt of services in connection with any joint enterprise or other joint arrangement withthe ordinary course of business from, any Affiliate; providedPerson who is an Affiliate of the Parent solely by reason of an Investment in such Person by the Parent or its Subsidiaries, howeverwith respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, that an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing provisions of this Section shall will not prohibit (ai) the Borrower any employment agreement or any Subsidiary of the Borrower from making sales to other compensation plan or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered arrangement in the ordinary course of business and on terms and conditions at least as favorable either consistent with past practice or approved by a majority of the disinterested members of the Board of Directors; (ii) transactions between or among the Parent and/or its Restricted Subsidiaries; (iii) any Permitted Investment or any Restricted Payment that is permitted by Section 1.6 hereof; (iv) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Parent; (v) transactions with Haul Insurance, provided that no less than once each calendar year, the Parent delivers to the Borrower or such Subsidiary as the terms and conditions which would apply in Holders a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary resolution of the Borrower from making payments Board of principal, interest and premium on any Debt of the Borrower or Directors set forth in an Officers' Certificate certifying that such Subsidiary held by an Affiliate if the terms of such Debt transactions are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to consistent with past practices and prudent insurance underwriting standards; (xvi) transactions between the Borrower or any of its Subsidiaries, in existence on the one handEffective Date, and any officer, director modifications thereof or employee extensions thereto the terms of which are not materially more adverse to the Borrower or any of its Subsidiaries, Parent than those in existence on the other handEffective Date, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors including, in each case, all future payments pursuant thereto; and (yvii) the payment sales of reasonable accounts receivable and customary regular fees other related assets customarily transferred in an asset securitization transaction involving accounts receivable to directors of the Borrower or a Receivables Subsidiary of the Borrowerin a Qualified Receivables Transaction.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof Effective Date and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section shall not prohibit (a) the Borrower or any Subsidiary of the Borrower from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section ‎Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors and directors, (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the BorrowerBorrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunder.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II I attached hereto, the Borrower AES will not, and will not permit any Subsidiary of the Borrower AES to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower AES from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) AES or any Subsidiary of the Borrower AES from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower AES or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower AES or any Subsidiary of the Borrower AES from making payments of principal, interest and premium on any Debt of the Borrower AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower AES or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (cd) the Borrower AES or any Subsidiary of the Borrower AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower AES or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 5.17 shall not apply to (xi) transactions between the Borrower AES or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower AES or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower AES or any committee of the Board of Directors consisting of the Borrower’s AES's independent directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower AES or a Subsidiary of the BorrowerAES.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section shall not prohibit (a) the Borrower or any Subsidiary of the Borrower from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s 's independent directors and (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II III attached hereto, the Borrower Account Party will not, and will not permit any Subsidiary of the Borrower its Subsidiaries to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower Account Party from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) the Account Party or any Subsidiary of the Borrower Account Party from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower Account Party or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower Account Party or any Subsidiary of the Borrower Account Party from making payments of principal, interest and premium on any Debt of the Borrower Account Party or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower Account Party or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (cd) the Borrower Account Party or any Subsidiary of the Borrower Account Party from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower Account Party or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 5.17 shall not apply to (xi) transactions between the Borrower Account Party or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower Account Party or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower Account Party or any committee of the Board of Directors consisting of the Borrower’s Account Party's independent directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower Account Party or a Subsidiary of the BorrowerAccount Party.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, Neither CEI nor the Borrower will notshall, and will not or shall permit any Subsidiary other member of the Borrower CEI Group to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment Investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section shall not prohibit except for (a) the Borrower or any Subsidiary of the Borrower from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and transactions on terms and conditions at least as a basis no less favorable to CEI, the Borrower or such Subsidiary other member of the CEI Group as the terms and conditions which would apply be obtained in a similar comparable arm’s length transaction with a Person not an Affiliate; Affiliate and (b) transactions described on Schedule 7.05. The following items will not be deemed to be transactions with an Affiliate and, therefore, will not be subject to the Borrower provisions of this Section 7.05: (a) any employment agreement, employee benefit plan, officer and director indemnification agreement or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held similar arrangement entered into by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower CEI or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates its Subsidiaries in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to business; (xb) transactions between or among the Borrower or any of and/or its Subsidiaries; (c) transactions with a Person that is an Affiliate of CEI solely because CEI owns, on the one handdirectly or through a Subsidiary, and any officeran Equity Interest in, director or employee of the Borrower or any of its Subsidiariescontrols, on the other handsuch Person; (d) loans, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors and (y) the advances, payment of reasonable fees, indemnification of directors, or similar arrangements to or with officers, directors, employees and customary regular fees consultants who are not otherwise Affiliates of CEI; (e) any issuance of Equity Interests of CEI to directors Affiliates of CEI; (f) Permitted Monetization Transactions; (g) Restricted Payments and Investments that are permitted by pursuant to the Borrower or a Subsidiary terms of this Agreement; and (h) transactions consummated prior to the Borrowerdate hereof.

Transaction with Affiliates. Except pursuant to agreements existing on the date hereof and listed on Schedule II I attached hereto, the Borrower AES will not, and will not permit any Subsidiary of the Borrower AES to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower AES from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) AES or any Subsidiary of the Borrower AES from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower AES or such Subsidiary as the terms and conditions condi tions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower AES or any Subsidiary of the Borrower AES from making payments of principal, interest and premium on any Debt of the Borrower AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower AES or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (cd) the Borrower AES or any Subsidiary of the Borrower AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower AES or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 5.17 shall not apply to (xi) transactions between the Borrower AES or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower AES or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower AES or any committee of the Board of Directors consisting of the Borrower’s AES's independent directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower AES or a Subsidiary of the BorrowerAES.