Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 22 contracts

Samples: Credit Agreement (Manitowoc Co Inc), Credit Agreement (Semtech Corp), Exit Credit Agreement (Lee Enterprises, Inc)

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Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Significant Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions with any Affiliate of (other than the Borrower or any of its Subsidiaries, other than in the ordinary course of business Significant Subsidiary) unless such transaction is upon fair and on reasonable terms and conditions substantially as no less favorable to the Borrower or such Significant Subsidiary as than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than that is not an Affiliate; provided, except however, that this Section 7.5 shall not prohibit any transaction subject to the following in jurisdiction of the FERC or any event shall be permitted:applicable state regulatory commission.

Appears in 18 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries subsidiary to, enter into any transaction or series of related transactions with any Affiliate of the its Affiliates (other than Borrower or any of its Subsidiaries, other than in the ordinary course of business and subsidiary) unless such transaction is on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as would reasonably be obtained by subsidiary than if the Borrower or such Subsidiary at that time transaction had been negotiated in a comparable good faith on an arm’s-length transaction basis with a Person other than an non-Affiliate, except that the following in any event shall be permitted:.

Appears in 15 contracts

Samples: Assignment and Assumption (Tampa Electric Co), Credit Agreement (Tampa Electric Co), Assignment and Assumption (Tampa Electric Co)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into any transaction of any kind involving aggregate payments or series consideration in excess of related transactions $1,000,000 with any Affiliate of the Borrower Borrower, whether or any of its Subsidiaries, other than not in the ordinary course of business business, other than on fair and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary as would could reasonably be obtained expected to be obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’s-arm’s length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedAffiliate except:

Appears in 14 contracts

Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (B. Riley Financial, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 8 contracts

Samples: Credit Agreement (Infousa Inc), Credit Agreement (Infousa Inc), Credit Agreement (Pagemart Wireless Inc)

Transactions with Affiliates. The Borrower will not, shall not and will shall not permit any of its Subsidiaries toto enter into, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its SubsidiariesBorrower, other than transactions in the ordinary course of business and which are on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that time in a comparable arm’san arms-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 8 contracts

Samples: Credit Agreement (Manufactured Home Communities Inc), Loan Agreement (Manufactured Home Communities Inc), Loan Agreement (Equity Lifestyle Properties Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into into, or cause, suffer or permit to exist any transaction arrangement or series of related transactions contract with any Affiliate of the Borrower or any of its Subsidiariesother Affiliates unless such arrangement or contract or group of arrangements or contracts, other than in as the ordinary course of business and case may be, are conducted on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’san arms-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:basis.

Appears in 8 contracts

Samples: Syndicated Facility Agreement, Syndicated Facility Agreement (Apache Corp), Credit Agreement (Apache Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 8 contracts

Samples: Credit Agreement (Pca Valdosta Corp), Security Agreement (Iasis Healthcare Corp), Credit Agreement (Autotote Corp)

Transactions with Affiliates. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, enter into any transaction or series of related transactions any kind with any Affiliate of the Borrower Borrower, whether or any of its Subsidiaries, other than not in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person business, other than an Affiliate, except that the following in any event shall be permittedthan:

Appears in 6 contracts

Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiariessuch Person, other than in the ordinary course of business and on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Person as would reasonably be obtained by the Borrower or such Subsidiary Person at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 6 contracts

Samples: Credit Agreement (Genco Shipping & Trading LTD), Pledge and Security Agreement (Genco Shipping & Trading LTD), Pledge and Security Agreement (Genco Shipping & Trading LTD)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries subsidiary to, enter into any transaction or series of related transactions with any Affiliate of its Affiliates (other than the Borrower or any of its Subsidiaries, other than in the ordinary course of business and subsidiary) unless such transaction is on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as would reasonably be obtained by subsidiary than if the Borrower or such Subsidiary at that time transaction had been negotiated in a comparable good faith on an arm’s-length transaction basis with a Person other than an non-Affiliate, except that the following in any event shall be permitted:.

Appears in 5 contracts

Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co), Credit Agreement (Teco Energy Inc)

Transactions with Affiliates. (a) The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business unless such transactions are otherwise permitted under this Agreement and on are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 5 contracts

Samples: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Credit Agreement (Viper Energy Partners LP), Additional Lender Agreement (Viper Energy Partners LP)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any affiliate other than on terms and conditions substantially as favorable to to, as the case may be, the Borrower or any such Subsidiary subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:affiliate.

Appears in 5 contracts

Samples: Loan Agreement (Win Gate Equity Group Inc), Loan Agreement (Win Gate Equity Group Inc), Loan Agreement (Morgan Gary D)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiariesthereof, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an such Affiliate, ; except that the following in any event shall be permitted:

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement (PCT LLC), Credit Agreement (PCT LLC)

Transactions with Affiliates. The Except as expressly permitted under this Agreement, each Borrower will shall not, and will shall not permit any of its Subsidiaries to, be party with or enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business unless such transaction is entered into on fair and on reasonable terms and conditions substantially as favorable comparable to the terms that would be available to such Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-an arm’s length transaction with a Person other than that is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 5 contracts

Samples: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-arm’s length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 4 contracts

Samples: Credit Agreement (BOSTON OMAHA Corp), Credit Agreement (National Research Corp), Credit Agreement (BOSTON OMAHA Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any Affiliate of such Person, other than on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Person as would reasonably be obtained by the Borrower or such Subsidiary Person at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 4 contracts

Samples: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Baltic Trading LTD)

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including, without limitation, any purchase, sale, lease or series exchange of related transactions property or the rendering of any service) with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthan:

Appears in 4 contracts

Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group), Credit Agreement (Unum Group)

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction or series of related transactions with any officer, director, stockholder or other Affiliate of the Borrower or any of its SubsidiariesSubsidiary, other than except in the ordinary course of its business and on upon fair and reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as it than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than an AffiliateAffiliate of the Borrower or such Subsidiary; provided, except however, that the following nothing contained in any event this Section shall be permittedprohibit:

Appears in 4 contracts

Samples: Credit Agreement (Movie Gallery Inc), Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Odyssey Re Holdings Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Restricted Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtained by the Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 4 contracts

Samples: Credit Agreement (Radio One, Inc.), Security Agreement (Manitowoc Foodservice, Inc.), Credit Agreement (Radio One, Inc.)

Transactions with Affiliates. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions any kind with any Affiliate of its Affiliates (other than the Borrower or any of its Subsidiaries, other than in the ordinary course of business and ) on terms and conditions substantially as a basis less favorable to the Borrower or any such Subsidiary as would reasonably be obtained by than if the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction had been effected with a Person non-Affiliate other than an Affiliate, except that transactions involving less than $10,000,000 per year in the following in any event shall be permitted:aggregate.

Appears in 4 contracts

Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc), Note (American Financial Group Inc)

Transactions with Affiliates. The Borrower will notnot itself, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction transaction, including any purchase, sale, lease or series exchange of related transactions property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of the Borrower or any of its Subsidiaries, (other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or any Group Member) unless such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:is

Appears in 4 contracts

Samples: Possession Credit Agreement, Possession Credit Agreement, Possession Credit Agreement

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any Affiliate, other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by obtainable at the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 4 contracts

Samples: Credit Agreement (BMJ Medical Management Inc), Credit Agreement (Inland Resources Inc), Credit Agreement (Cke Restaurants Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 4 contracts

Samples: Credit Agreement (Inacom Corp), Credit Agreement (Us Office Products Co), Credit Agreement (Inacom Corp)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into any transaction or series of related transactions any kind with any Affiliate of the Borrower Borrower, whether or any of its Subsidiaries, other than not in the ordinary course of business business, other than on fair and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’s-arm’s length transaction with a Person other than an Affiliate, except provided that the following in foregoing restriction shall not apply to transactions between or among the Borrower and any event shall be permitted:of its Subsidiaries or between and among any Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as deemed in good faith by the board of directors of the Borrower (or any committee thereof) to be not less favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtained by the Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedexcept:

Appears in 3 contracts

Samples: Intercreditor Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

Transactions with Affiliates. The Borrower will not, shall not and will shall not permit any of its Subsidiaries to, to enter into any transaction or series of related transactions Contractual Obligation with any Affiliate of the Borrower or engage in any of its Subsidiaries, other than in the ordinary course of business and on transaction with any Affiliate except upon terms and conditions substantially at least as favorable to the Borrower or such Subsidiary Subsidiary, as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable applicable, as an arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:unaffiliated Persons.

Appears in 3 contracts

Samples: Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the Ordinary Course of Business, with any Affiliate of the Borrower or any of its SubsidiariesBorrower, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 3 contracts

Samples: Credit Agreement (American Homepatient Inc), Credit Agreement (Capstone Pharmacy Services Inc), Credit Agreement (American Homepatient Inc)

Transactions with Affiliates. The Such Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any Affiliate of such Borrower, other than on terms and conditions substantially as favorable to the such Borrower or such Subsidiary as would reasonably be obtained obtainable by the such Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 3 contracts

Samples: Credit Agreement (Omnicom Group Inc), Credit Agreement (Omnicom Group Inc), Credit Agreement (Omnicom Group Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, to enter into or permit to exist any transaction or series of related transactions any kind with any Affiliate of the Borrower or any of its SubsidiariesAffiliates, other than except (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary as would reasonably than could be obtained on an arm’s length basis from unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliates and (c) any Restricted Payment permitted by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:Section 8.4.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction or series of related transactions with any Affiliate of (excluding the Borrower or any Wholly-Owned Subsidiary of its Subsidiaries, the Borrower) other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 3 contracts

Samples: Credit Agreement (Universal American Financial Corp), Credit Agreement (Trenwick Group Inc), Credit Agreement (Universal American Financial Corp)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any transaction of any kind involving aggregate payments or series consideration in excess of related transactions $1,000,000 with any Affiliate of the Borrower Borrower, whether or any of its Subsidiaries, other than not in the ordinary course of business business, other than on fair and on reasonable terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as would could reasonably be obtained expected to be obtainable by the Borrower or such Restricted Subsidiary at that the time in a comparable arm’s-arm’s length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedAffiliate except:

Appears in 3 contracts

Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its SubsidiariesBorrower, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate; provided, except however, that the following in Borrower will not, and will not permit any event shall be permittedof its Subsidiaries to:

Appears in 3 contracts

Samples: Warehouse Credit Agreement (Imc Mortgage Co), Warehouse Credit Agreement (Mortgage Com Inc), Warehouse Credit Agreement (Mortgage Com Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 3 contracts

Samples: Pledge Agreement (Affinity Gaming, LLC), Credit Agreement (Pyramid Communication Services, Inc.), Credit Agreement (PAETEC Holding Corp.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate (other than the Subsidiaries of the Borrower or any of its Subsidiaries, other than in the ordinary course of business Borrower) unless such transactions are otherwise permitted under this Agreement and on are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 3 contracts

Samples: Credit Agreement (APEG Energy II, LP), Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Us Energy Corp)

Transactions with Affiliates. The Borrower will not, shall not and will not permit any shall cause each of its Subsidiaries to, not to enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, Affiliates (other than between or among Borrower and/or one or more wholly-owned Guarantors), unless such transaction is otherwise permitted hereunder or is in the ordinary course of business of the Borrower or such Subsidiary, as applicable, and on upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiary, as applicable, than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than which is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Secured Revolving Loan Agreement (Talbots Inc), Secured Revolving Loan Agreement (Talbots Inc)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any Affiliate, other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by obtain able at the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Credit Agreement (Cke Restaurants Inc), Credit Agreement (Cke Restaurants Inc)

Transactions with Affiliates. The Except as otherwise expressly permitted by the terms of this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, enter into or be a party to any material transaction or series of related transactions arrangement with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained which is not itself a Subsidiary, including without limitation, the purchase from, sale to or exchange of Property with, any merger or consolidation with or into, or the rendering of any service by the Borrower or for, any such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:except

Appears in 2 contracts

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

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, permit to exist or enter into into, any transaction (including the purchase, sale, lease or series exchange of related transactions any property or the rendering of any service) with any Affiliate (but not including any Subsidiary of the Borrower or any Borrower), except transactions pursuant to the reasonable requirements of its Subsidiaries, other than in the ordinary course business of business such Person and on upon fair and reasonable terms and conditions substantially as which are no less favorable to the Borrower or such Subsidiary as Person than would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-arm’s length transaction with a Person other than that is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Bridge Loan Credit Agreement (STORE CAPITAL Corp), Credit Agreement (STORE CAPITAL Corp)

Transactions with Affiliates. The Except as set forth on Schedule 9.06, the Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its SubsidiariesAffiliate, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 2 contracts

Samples: Credit Agreement (Appliance Warehouse of America Inc), Credit Agreement (Coinmach Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction or series of related transactions any kind with any Affiliate of the Borrower Borrower, whether or any of its Subsidiaries, other than not in the ordinary course of business business, other than on fair and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (SWK Holdings Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into or be a party to any transaction or series arrangement, including, without limitation, the purchase, sale lease or exchange of related transactions property or the rendering of any service, with any Affiliate Affiliate, except pursuant to the reasonable requirements of the Borrower Borrower’s or any of its Subsidiaries, other than in the ordinary course of applicable Subsidiary’s business and on upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-length transaction with a Person other than an not a Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

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

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction or series of related transactions with any officer, director, stockholder or other Affiliate of the Borrower or any of its SubsidiariesSubsidiary, other than except in the ordinary course of its business and on upon fair and reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as it than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than an AffiliateAffiliate of Borrower or such Subsidiary; provided, except however, that the following nothing contained in any event this Section shall be permittedprohibit:

Appears in 2 contracts

Samples: Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Vesta Insurance Group Inc)

Transactions with Affiliates. The Borrower will not, and will not ---------------------------- permit any of its Subsidiaries to, directly or indirectly, enter into any purchase, sale, lease or other transaction or series of related transactions with any Affiliate except (i) transactions in the ordinary course of business on terms that are no less favorable to the Borrower than those which might be obtained at the time in a comparable arm's-length transaction with any Person who is not an Affiliate and (ii) employment contracts with senior management of the Borrower or any of its Subsidiaries, other than entered into in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction consistent with a Person other than an Affiliate, except that the following in any event shall be permitted:prudent business practices.

Appears in 2 contracts

Samples: Credit Agreement (Viisage Technology Inc), Revolving Credit Agreement (Viisage Technology Inc)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries subsidiaries, to, directly or indirectly, enter into any purchase, sale, lease or other transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiariesaffiliate, other than except in the ordinary course of business and on terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as would reasonably than those which might be obtained by at the Borrower or such Subsidiary at that time in a comparable arm’s-arm's length transaction with a any Person other than who is not an Affiliate, except that the following in any event shall be permitted:affiliate.

Appears in 2 contracts

Samples: Loan and Security Agreement (Artisan Entertainment Inc), Loan and Security Agreement (Artisan Entertainment Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower or any of its SubsidiariesBorrower) unless such transactions are otherwise permitted under this Agreement, other than are in the ordinary course of business and on are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Credit Agreement (Baseline Oil & Gas Corp.), Credit Agreement (Dune Energy Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of (other than the Borrower or any of its SubsidiariesWholly-Owned Subsidiary), other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 2 contracts

Samples: First Lien Credit Agreement (Walter Investment Management Corp), Lien Credit Agreement (Walter Investment Management Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of (other than the Borrower or any of its SubsidiariesWholly-Owned Restricted Subsidiary), other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtained by the Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 2 contracts

Samples: Credit Agreement (Walter Investment Management Corp), Credit Agreement (Walter Investment Management Corp)

Transactions with Affiliates. The Borrower will shall not, and will shall not suffer or permit any of its Subsidiaries Material Subsidiary to, enter into any transaction or series of related transactions with any Affiliate (other than a wholly-owned Subsidiary) of the Borrower or any of its SubsidiariesBorrower, other than except transactions (a) entered into in the ordinary course of business good faith and (b) at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary as would reasonably than could be obtained by the Borrower or such Subsidiary at that time in a comparable arm’son an arm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:basis from unrelated third parties.

Appears in 2 contracts

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

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 2 contracts

Samples: Credit Agreement (Yellow Roadway Corp), Credit Agreement (Magellan Health Services Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedexcept:

Appears in 2 contracts

Samples: Credit Agreement (Waters Corp /De/), Credit Agreement (Waters Corp /De/)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower Furniture Brands or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower Borrowers or such Subsidiary as would reasonably be obtained by the Borrower Borrowers or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedexcept:

Appears in 2 contracts

Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into into, any transaction or series of related transactions with any Affiliate of the Borrower or any of its SubsidiariesBorrower, other than transactions in the ordinary course of business and which are on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that time in a comparable arm’san arms-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Credit Agreement (Manufactured Home Communities Inc), Credit Agreement (Manufactured Home Communities Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any Affiliate of such Person, other than on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Person as would reasonably be obtained by the Borrower or such Subsidiary Person at that time in a comparable arm’s-length transaction with a Person other than that is not an Affiliate, except that the following in any event shall be permittedthat:

Appears in 2 contracts

Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)

Transactions with Affiliates. The Borrower and its Subsidiaries will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary its Subsidiaries as would reasonably be obtained obtainable by the Borrower or such Subsidiary its Subsidiaries at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Loan Agreement (Leitesol Industry & Commerce Inc.), Loan Agreement (Mastellone Brothers Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower or any of its Subsidiaries, other than in the ordinary course of business Borrower) unless such transactions are otherwise permitted under this Agreement and on are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 2 contracts

Samples: Credit Agreement (Whittier Energy Corp), Credit Agreement (Whittier Energy Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiariessuch Person, other than in the ordinary course of business and on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Person as would reasonably be obtained by the Borrower or such Subsidiary Person at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 2 contracts

Samples: General Maritime Corp/, Credit Agreement (Genco Shipping & Trading LTD)

Transactions with Affiliates. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions any kind with any Affiliate of its Affiliates (other than the Borrower or any of its Subsidiaries, other than in the ordinary course of business and ) on terms and conditions substantially as a basis less favorable to the Borrower or any such Subsidiary as would reasonably be obtained by than if the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction had been effected with a Person non‑Affiliate other than an Affiliate, except that transactions involving less than $10,000,000 per year in the following in any event shall be permitted:aggregate.

Appears in 2 contracts

Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc)

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction or series of related transactions with any officer, director, stockholder or other Affiliate of the Borrower or any of its SubsidiariesSubsidiary, other than except in the ordinary course of its business and on upon fair and reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as it than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than an AffiliateAffiliate of Borrower or such Subsidiary; provided, except however, that the following nothing contained in any event this Section shall be permittedprohibit:

Appears in 2 contracts

Samples: Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Vesta Insurance Group Inc)

Transactions with Affiliates. The Borrower will notnot enter into, and will not permit any of its Subsidiaries toto enter into, enter into any transaction transaction, including, without limitation, the purchase, sale, or series exchange of related transactions property or the rendering of any service, with any Affiliate of the Borrower or any Subsidiary of its SubsidiariesBorrower, other than except in the ordinary course of Borrower's or such Subsidiary's business and on upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as than would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan Agreement Signature Page (Prime Medical Services Inc /Tx/), Loan Agreement (Prime Medical Services Inc /Tx/)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Restricted Subsidiaries (other than with the Borrower or its Restricted Subsidiaries), other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtained by the Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 2 contracts

Samples: Management Agreement (Pacific Drilling S.A.), Management Agreement (Pacific Drilling S.A.)

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Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Borrower or any of its Subsidiaries, (other than a Wholly Owned Subsidiary of the Borrower) involving aggregate consideration in the ordinary course excess of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate$5.0 million, except that the following in any event shall be permittedunless:

Appears in 2 contracts

Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Holdings, Inc.)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter into any transaction transaction, including any purchase, sale, lease or series exchange of related transactions property or the rendering of any service, with any Affiliate of the Borrower or with any of its SubsidiariesSubsidiary that has not executed a Guarantee, other than unless such transaction is in the ordinary course of the Borrower's or such Subsidiary's business and on is upon terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiary, as the case may be, than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:Affiliate or a Subsidiary.

Appears in 1 contract

Samples: Term Loan Agreement (Quiksilver Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such its Subsidiary or as would reasonably be obtained obtainable by the Borrower or such its Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that intercompany transactions may be made to the following in any event shall be permitted:extent permitted by Section 10.02, 10.03, 10.11 and 10.12.

Appears in 1 contract

Samples: Credit Agreement (Service Merchandise Co Inc)

Transactions with Affiliates. The Such Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or series exchange of related transactions property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the such Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthan:

Appears in 1 contract

Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)

Transactions with Affiliates. The Borrower will shall not, and will shall not suffer or permit any of its Subsidiaries to, enter into any transaction or series of related transactions any kind with any Affiliate of the Borrower or any of its Subsidiaries(other than a Subsidiary), other than in the ordinary course of business Permitted Securitizations and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction transactions with a Person other than an Affiliate, except such Persons that the following in any event shall be permitted:are otherwise permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (Ceridian Corp /De/)

Transactions with Affiliates. The Borrower will not, shall not and will not permit any shall cause each of its Subsidiaries to, not to enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, Affiliates (other than between or among Borrower and/or one or more wholly-owned Guarantors), unless such transaction is otherwise permitted hereunder or is in the ordinary course of business of the Borrower or such Subsidiary, as applicable, and on upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiary, as applicable, than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than which is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Guaranty Agreement (Talbots Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any other member of its Subsidiaries the Borrower Affiliated Group to, directly or indirectly, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than except in the ordinary course of business and on terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as would reasonably member of the Borrower Affiliated Group than those which might be obtained by at the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than any person who is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Mexican Restaurants Inc)

Transactions with Affiliates. The Borrower will not, not and will not permit any Subsidiary of its Subsidiaries to, the Borrower to enter into directly or indirectly any transaction or series group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate of the Borrower or any of its SubsidiariesAffiliate, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthan:

Appears in 1 contract

Samples: Credit Agreement (InfraREIT, Inc.)

Transactions with Affiliates. The Borrower Borrowers will not, and nor will not any of the Borrowers permit any of its their respective Subsidiaries to, enter into any transaction or series of related transactions transactions, with any Affiliate of any of the Borrower Borrowers or any Subsidiary of its Subsidiariesany of the Borrowers, other than in the ordinary course of business and on terms and conditions substantially as no less favorable to the such Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary Person at that time in a comparable arm’s-length transaction with a Person other than an AffiliateAffiliate of any of the Borrowers, except that the following in any event shall be permittedthat:

Appears in 1 contract

Samples: Credit Agreement (Trizec Properties Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business unless such transaction is (i) not otherwise prohibited under this Agreement and on (ii) upon fair and reasonable terms and conditions substantially as no less favorable to the such Borrower or such Subsidiary Subsidiary, as the case may be, than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than which is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit Agreement (Young & Rubicam Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into into, or cause, suffer or permit to exist any transaction transaction, arrangement or series of related transactions contract with any Affiliate of the Borrower or any of its Subsidiaries, other Affiliates (other than in the ordinary course of business any Obligor) unless such transaction, arrangement or contract is (i) otherwise not prohibited under this Agreement and on (ii) upon terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than which is not an Affiliate, except provided that the following in any event shall be permitted:the

Appears in 1 contract

Samples: Credit Agreement (Pasta Group L L C)

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including, without limitation, any purchase, sale, lease or series exchange of related transactions property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower Party or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthan:

Appears in 1 contract

Samples: Credit Agreement (KMG America CORP)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as not less favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtained by the Borrower or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedexcept:

Appears in 1 contract

Samples: Security Agreement (Performance Sports Group Ltd.)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Wholly-Owned Domestic Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower transactions, whether or any of its Subsidiaries, other than not in the ordinary course of business and business, with any officer, director, Subsidiary or Affiliate other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time obtainable in a comparable arm’sarm's-length transaction with a Person other than an officer, director, Subsidiary or Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit Agreement (Delta & Pine Land Co)

Transactions with Affiliates. The Borrower will not, and will not permit any of its the Subsidiaries toto conduct, enter into any material transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, Affiliates other than transactions that are in the ordinary course of business and at prices and on terms and conditions that are substantially as favorable to the Borrower or such Subsidiary as it would reasonably be obtained by obtain at the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than that is not an Affiliate, except as determined by the Borrower or the Board of Directors or managers of such Subsidiary in good faith; provided that the following in any event foregoing restrictions shall be permittednot apply to:

Appears in 1 contract

Samples: Collateral Agreement (Roan Resources, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedthat:

Appears in 1 contract

Samples: Credit Agreement (Ameristar Casinos Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction or series of related transactions with any Affiliate of (other than the Borrower or any Wholly-Owned Subsidiary of its Subsidiaries, the Borrower) other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit Agreement (Highlands Insurance Group Inc)

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Borrower or any of its Subsidiaries, (other than in a Restricted Subsidiary of the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedBorrower). The foregoing provisions will not apply to:

Appears in 1 contract

Samples: Credit Agreement (SFX Entertainment, INC)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business unless such transaction is (i) not otherwise prohibited under this Agreement and on (ii) upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiary, as the case may be, than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than which is not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit Agreement (Young & Rubicam Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and will cause the Subsidiaries not permit any of its Subsidiaries to, directly or indirectly, enter into any lease or other transaction or series of related transactions with any Affiliate of the a Borrower or Subsidiary or any shareholders of its Subsidiariesa Borrower, other than in the ordinary course Subsidiary or any Affiliate of business and any shareholder of a Borrower or a Subsidiary unless such Borrower shall have reasonably determined such transaction is on terms and conditions substantially as that are no less favorable to the such Borrower or such Subsidiary as would reasonably than those which might be obtained by at the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:from Persons who are not Affiliates.

Appears in 1 contract

Samples: Credit Agreement (Telos Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of busi­ness, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions condi­tions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction transac­tion with a Person other than an Affiliate, except ex­cept that notwithstanding the following in any event shall be permittedforegoing:

Appears in 1 contract

Samples: Credit                                                                         Agreement (Vanguard Health Systems Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permittedexcept:

Appears in 1 contract

Samples: Credit Agreement (RCN Corp /De/)

Transactions with Affiliates. The No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, enter into any transaction transaction, directly or series of related transactions indirectly, with or for any Affiliate of the a Borrower (other than another Borrower or any of its Subsidiaries, other than in the ordinary course of business and Subsidiary) except (a) on terms and conditions substantially as a basis no more favorable to the Borrower or such Subsidiary as Affiliate than would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-arm’s length transaction with a Person other than not an Affiliate, except Affiliate of Borrower or (b) any transaction involving assets that are not material to the following business and operations of the Borrowers or the Subsidiaries involved in any event shall be permitted:such transaction.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ch2m Hill Companies LTD)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction or series of related transactions with any Affiliate of (excluding the Borrower or any Wholly-Owned Subsidiary of its Subsidiaries, the Borrower) other than in the ordinary course of business accordance with applicable Legal Requirements and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Credit Agreement (Universal American Financial Corp)

Transactions with Affiliates. The Borrower will notshall not engage in, and will not permit any of its Subsidiaries toto engage in, enter into any transaction or series of related transactions with any an Affiliate of the Borrower or any of its Subsidiaries, such Subsidiary (other than transactions in the ordinary course of business between a Subsidiary and its parent or among Subsidiaries of the Borrower) except on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiaries than as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:transaction.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Material Subsidiary as would reasonably be obtained obtainable by the Borrower or such Material Subsidiary at that the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided, except that the following in any event shall be permittedhowever, that:

Appears in 1 contract

Samples: Credit Agreement (Amerus Group Co/Ia)

Transactions with Affiliates. The Except for transactions otherwise permitted hereunder or described in Schedule 5.27, the Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction or series of related transactions with any officer, director, stockholder or other Affiliate of the Borrower or any of its SubsidiariesSubsidiary, other than except in the ordinary course of and pursuant to the reasonable requirements of its business and on upon fair and reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as it than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than an Affiliate, except that Affiliate of the following in any event shall be permitted:Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Piedmont Management Co Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Material Sub- sidiary to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its SubsidiariesBorrower, other than in the ordinary course of business and (i) on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that such Affiliate and (ii) as otherwise permitted or required under the following in any event shall be permitted:Borrower’s Code of Corporate Xxxxx- xxxxx.

Appears in 1 contract

Samples: Credit Agreement

Transactions with Affiliates. The Borrower will not, and will ---------------------------- not permit any of its Subsidiaries to, enter into any transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 1 contract

Samples: Credit Agreement (Idt Corp)

Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction or series of related transactions with any officer, director, stockholder or other Affiliate of the Borrower or any of its SubsidiariesSubsidiary, other than except in the ordinary course of and pursuant to the reasonable requirements of its business and on upon fair and reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary as it than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm's length transaction with a Person other than an AffiliateAffiliate of the Borrower or such Subsidiary; provided, except however, that the following nothing contained in any event this Section shall be permittedprohibit:

Appears in 1 contract

Samples: Credit Agreement (Guaranty National Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or series exchange of related transactions property or the rendering of any service, with any Affiliate of the Borrower or any of its Subsidiaries, other than except for transactions which are not prohibited under this Agreement and which are in the ordinary course of the Borrower's or applicable Subsidiary's business and on which are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a hypothetical comparable arm’s-arm's length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Term Loan Agreement (Pillowtex Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction transaction, including any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service, with any Affiliate of the Borrower or any of its Subsidiaries, (other than in the ordinary course of business Credit Parties) unless such transactions are otherwise permitted under this Agreement and on are upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than not an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Approach Resources Inc

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions with any an Affiliate of the Borrower or any of its Subsidiariessuch Subsidiary, other than in the ordinary course of business and on except upon commercially reasonable terms and conditions substantially as that are no less favorable to the Borrower or such Subsidiary Subsidiary, as would reasonably the case may be, than those which might be obtained by in a comparable arm's length transaction at the time from a Person which is not such an Affiliate of the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Copamex Industries Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Significant Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiariesthereof, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Significant Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an such Affiliate, ; except that the following in any event shall be permitted:

Appears in 1 contract

Samples: Credit Agreement (Pampa Energy Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Inc)

Transactions with Affiliates. The Borrower will notshall not engage in, and will not permit any of its Subsidiaries toto engage in, enter into any transaction or series of related transactions with any an Affiliate of the Borrower or any of its Subsidiaries, such Subsidiary other than transactions in the ordinary course of business between a Subsidiary and its parent or among Subsidiaries of the Borrower that are on terms and conditions substantially as no less favorable to the Borrower or such Subsidiary Subsidiaries than as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm’sarms-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:transaction.

Appears in 1 contract

Samples: Credit Agreement (Alpharma Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, and the Company will not, and will not permit its Subsidiaries to, enter into or be a party to any Material transaction or series of related transactions arrangement with any Affiliate other than the Company or any Domestic Subsidiary of the Borrower Company (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any of its Subsidiariesservice by or for, other than in the ordinary course of business any Affiliate), except upon fair and on reasonable terms and conditions substantially as not materially less favorable to the Borrower Company or such Subsidiary as than would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:.

Appears in 1 contract

Samples: Twist Merger (Jazz Pharmaceuticals Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be reasonably expected to be obtained obtainable by the Borrower or such Subsidiary at that the time in a comparable arm’sarm's-length transaction with a Person other than an Affiliate, except ; PROVIDED that the following shall in any event shall be permitted:

Appears in 1 contract

Samples: Security Agreement (Symons Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, enter into any transaction transaction, including any purchase, sale, lease or series exchange of related transactions Property or the rendering of any service or the making of any loan, with any Affiliate (other than a Guarantor) of the Borrower or any of its Subsidiaries, other than in the ordinary course of business unless such transactions are otherwise permitted under this Agreement and on are upon terms and conditions substantially as no less favorable to the Borrower or such Subsidiary as it than it would reasonably be obtained by the Borrower or such Subsidiary at that time obtain in a comparable arm’s-arm’s length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted:independent third party.

Appears in 1 contract

Samples: Credit Agreement (SRC Energy Inc.)

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