Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 22 contracts

Samples: Note Purchase Agreement (C. H. Robinson Worldwide, Inc.), Note Purchase Agreement (Brown & Brown Inc), Note Purchase Agreement (Ecolab Inc)

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Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 19 contracts

Samples: Bond Purchase Agreement (Atlantic City Electric Co), Note Purchase Agreement (Texas New Mexico Power Co), Bond Purchase Agreement (Nevada Power Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 18 contracts

Samples: Credit Agreement (Sensient Technologies Corp), Note Purchase Agreement (Global Water Resources, Inc.), Guaranty Agreement (STORE CAPITAL Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to in the reasonable requirements of the Company’s or such Subsidiary’s business ordinary course and upon fair and reasonable terms no that are not materially less favorable to the Company or such Subsidiary Subsidiary, taken as a whole, than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 17 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc), Supplemental Agreement (Old Dominion Freight Line Inc/Va)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliatebusiness.

Appears in 12 contracts

Samples: Purchase  agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 11 contracts

Samples: Exhibit Index (Showbiz Pizza Time Inc), Note Purchase Agreement (Homeservices Com Inc), Note Purchase Agreement (Analysts International Corp)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to in the reasonable requirements of the Company’s or such Subsidiary’s business ordinary course and upon fair and reasonable terms no that are not materially less favorable to the Company or such Subsidiary Restricted Subsidiary, taken as a whole, than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 11 contracts

Samples: Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co), Subsidiary Guaranty Agreement (Eagle Materials Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. Section 10.2.

Appears in 10 contracts

Samples: Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Potomac Electric Power Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 9 contracts

Samples: Master Note Purchase Agreement (Idex Corp /De/), Guaranty Agreement (Patterson Uti Energy Inc), Note Purchase Agreement (First Investors Financial Services Group Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 8 contracts

Samples: Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length arm’s‑length transaction with a Person not an Affiliate.

Appears in 7 contracts

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co), Note Purchase Agreement (SOUTH JERSEY GAS Co), South Jersey (SOUTH JERSEY GAS Co)

Transactions with Affiliates. (a) The Company will not not, and will not cause or permit any Restricted Subsidiary to to, directly or indirectly, enter into directly or indirectly any Material transaction or Material group of related transactions Transaction (including without limitation the sale, purchase, leaseexchange or lease of assets, sale property or exchange of properties services) with or for the benefit of any kind or Affiliate of the rendering of any service) with any Affiliate Company (other than the Company or another a Restricted Subsidiary)) involving aggregate consideration in excess of $2.0 million, except pursuant to the reasonable requirements of the Company’s or unless such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable Transaction is entered into in a comparable arm’s-length transaction with a Person not an Affiliate.good faith and

Appears in 7 contracts

Samples: Supplemental Indenture (Laredo Petroleum, Inc.), Supplemental Indenture (Laredo Petroleum, Inc.), Supplemental Indenture (Laredo Petroleum, Inc.)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length arm’s‑length transaction with a Person not an Affiliate.

Appears in 6 contracts

Samples: Note Purchase Agreement (Sensient Technologies Corp), Note Purchase Agreement (Sensient Technologies Corp), Initial Swap Agreement Terms (Sensient Technologies Corp)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 6 contracts

Samples: Proquest Co, Note Purchase Agreement (Belden Inc), Note Purchase Agreement (Donaldson Co Inc)

Transactions with Affiliates. The Each of the Company and any Restricted Subsidiary will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group series 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 (other than of the Company or another Subsidiary)any of its Subsidiaries, except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business other than on terms and upon fair and reasonable terms no conditions not less favorable to the Company or such Restricted Subsidiary than as would reasonably be obtainable obtained by the Company or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person not other than an Affiliate., except:

Appears in 6 contracts

Samples: Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 5 contracts

Samples: Note Purchase Agreement (DPL Inc), Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Globe Business Resources Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related Material transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length arm’s‑length transaction with a Person not an Affiliate.

Appears in 5 contracts

Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)

Transactions with Affiliates. (a) The Company will not not, and will not permit any Restricted Subsidiary to to, directly or indirectly, enter into directly or indirectly any Material transaction or Material group series of related transactions (including without limitation the purchase, leasesale, sale lease or exchange of properties of any kind Property or the rendering of any service) with any Affiliate (other than of the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or (an “Affiliate Transaction”) unless such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.is on terms:

Appears in 5 contracts

Samples: Indenture (Virgin Media Inc.), Indenture (Virgin Media Inc.), Indenture (Virgin Media Inc.)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 5 contracts

Samples: Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 5 contracts

Samples: Note and Guarantee Agreement (FirstService Corp), Note Purchase Agreement (Snyder's-Lance, Inc.), Note Purchase Agreement (ITC Holdings Corp.)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business upon terms and upon fair and reasonable terms conditions which are no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an AffiliateAffiliate and except for benefit and compensation plans and arrangements approved by the Board of Directors (or similar governing body) of the Company or any such Subsidiary that is not a Domestic Subsidiary.

Appears in 5 contracts

Samples: Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co), Guaranty Agreement (Gallagher Arthur J & Co)

Transactions with Affiliates. The Company will not not, and will not cause or permit any Restricted Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including material transaction, including, without limitation the limitation, any purchase, leasesale, sale lease or exchange of properties of any kind property or the rendering of any service) service with any Affiliate of the Company (other than the Company or another a Restricted Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary other than would be obtainable in a comparable arm’s-length transaction transactions with a Person not an AffiliateAffiliates that are otherwise permitted hereunder.

Appears in 5 contracts

Samples: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Wholly-Owned Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Associated Estates Realty Corp), Note Purchase Agreement (Great Plains Energy Inc), Note Purchase Agreement (Nui Corp /Nj/)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Alliance Data Systems Corp), 2022 Note Purchase Agreement (Regal Rexnord Corp), Note Purchase Agreement (Energy West Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable such terms no less favorable to as are determined in good faith by the Company or such Subsidiary than would to be obtainable in a comparable arm’s-length transaction with a Person not an Affiliatereasonable.

Appears in 4 contracts

Samples: Subsidiary Guarantee Agreement (Waters Corp /De/), Subsidiary Guarantee Agreement (Waters Corp /De/), Waters Corp /De/

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary)Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (CHS Inc), Private Shelf Agreement (CHS Inc), Master Note Purchase Agreement (CHS Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another a Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiarya Note Party), except pursuant to in the reasonable requirements of the Company’s or such Subsidiary’s business ordinary course and upon fair on terms and reasonable terms no conditions not materially less favorable to the Company or such Subsidiary than would be obtainable prevail in a comparable arm’s-length transaction with a Person not an Affiliate.; provided the foregoing shall not restrict the following:

Appears in 4 contracts

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.), Note Purchase Agreement (Artisan Partners Asset Management Inc.), Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Restricted Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Simpson (Simpson Industries Inc), Note Purchase Agreement (Schein Henry Inc), Note Purchase Agreement (Sonic Corp)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Watts Water Technologies Inc), Note Purchase Agreement (Watts Water Technologies Inc), Note Purchase Agreement (Elkcorp)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to enter into into, directly or indirectly indirectly, any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Purchase Agreement (21st Century Holding Co), Purchase Agreement (21st Century Holding Co), 21st Century Holding Co

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Guaranty Agreement (Evercore Partners Inc.), Note Purchase Agreement (Evercore Inc.), Guaranty Agreement (Evercore Inc.)

Transactions with Affiliates. The Company will not shall not, and will shall not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including transaction, including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind Property or the rendering of any service) , with any Affiliate (other than the Company or another Subsidiary)Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable obtain in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.)

Transactions with Affiliates. The Company will not shall not, and will shall not permit any Restricted Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including transaction, including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind Property or the rendering of any service) , with any Affiliate (other than the Company or another Subsidiary)Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Company’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable obtain in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 4 contracts

Samples: Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly be a party to any Material transaction or Material group of related transactions arrangement with any Affiliate (including including, without limitation limitation, the purchase, leasepurchase from, sale to or exchange of properties of any kind property with, or the rendering of any service) with service by or for, any Affiliate (other than the Company or another SubsidiaryAffiliate), except in the ordinary course of and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable obtain in a comparable arm’sarm's-length transaction with a Person not other than an Affiliate.

Appears in 3 contracts

Samples: Loan Agreement (Village Super Market Inc), Note Agreement (Wolverine World Wide Inc /De/), Minnesota Power & Light Co

Transactions with Affiliates. The Company will not not, and will not permit any Restricted Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including transaction, including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind Property or the rendering of any service) , with any Affiliate (other than the Company or another Subsidiary)Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Company’s 's or such Restricted Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable obtain in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Credit Acceptance Agreement (Credit Acceptance Corporation), Agreement (Serv Tech Inc /Tx/), Note Purchase Agreement (Western Gas Resources Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, directly or indirectly, enter into directly any material transaction, whether or indirectly any Material transaction or Material group not in the ordinary course of related transactions (including without limitation the purchasebusiness, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business on terms and upon fair and reasonable terms no less conditions at least as favorable to the Company Company, or such Subsidiary than the affected Subsidiary, as those that would be obtainable in a comparable arm’s-obtained through an arm's length transaction negotiation with a Person not an Affiliateunaffiliated third party.

Appears in 3 contracts

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

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into into, directly or indirectly indirectly, any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: PNM Resources (PNM Resources Inc), Guarantee Agreement (Spartech Corp), Ralcorp Holdings Inc /Mo

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase Agreement (Resmed Inc), Note Purchase Agreement (Stone Point Credit Corp), www.aciclaw.org

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: WLR Foods Inc, Advest Group Inc, Shaw Group Inc

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another a Restricted Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc), Note Purhase Agreement (Tetra Technologies Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Restricted Subsidiary to to, enter into directly or indirectly be a party to any Material transaction transaction, arrangement or Material group of related transactions understanding with any Affiliate (including including, without limitation limitation, the purchase, leasepurchase from, sale to or exchange of properties of any kind property with, or the rendering of any service) with service by or for, any Affiliate (other than the Company or another SubsidiaryAffiliate), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and on reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable obtained in a comparable arm’s-length transaction with a Person not other than an Affiliate.

Appears in 3 contracts

Samples: Note Agreement (SJW Corp), Note Purchase Agreement (SJW Group), Note Purchase Agreement (SJW Group)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into into, directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Securities Amendment and Purchase Agreement (HC Innovations, Inc.), Securities Amendment and Purchase Agreement (HC Innovations, Inc.), Securities Amendment and Purchase Agreement (HC Innovations, Inc.)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another any Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.except:

Appears in 3 contracts

Samples: Note Purchase Agreement (Barings BDC, Inc.), Note Purchase Agreement (Barings BDC, Inc.), Barings Capital Investment Corp

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length arm’s‑length transaction with a Person not an AffiliateAffiliate or on terms otherwise required by law or rules of a Governmental Authority.

Appears in 3 contracts

Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)

Transactions with Affiliates. The Company Obligors will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note and Guarantee Agreement (Firstservice Corp), Firstservice Corporation (Firstservice Corp), Firstservice Corporation (Firstservice Corp)

Transactions with Affiliates. The Company Constituent Companies will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary)Affiliate, except pursuant to the reasonable requirements of the such Constituent Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the such Constituent Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Pledge Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.), Pledge Agreement (Sunstone Hotel Investors, Inc.)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase Agreement (Smucker J M Co), Guaranty Agreement (Smucker J M Co), Note Purchase Agreement (Smucker J M Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase Agreement (Flow International Corp), Note Purchase Agreement (Tecumseh Products Co), Note Purchase Agreement (Borders Group Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Stock Sale and Note Purchase Agreement (Cascade Microtech Inc), Subordinated Note Purchase Agreement (GMX Resources Inc), Note Purchase Agreement (Hastings Entertainment Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly permit to exist any Material transaction transaction, arrangement or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) contract with any Affiliate of its Affiliates (other than the Company or another Subsidiary)and its wholly-owned Subsidiaries) which is on terms, except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no taken as a whole, which are less favorable to the Company or such Subsidiary in any material respect than would be are obtainable in a comparable arm’s-length transaction with from a Person which is not an Affiliate.one of its Affiliates except for:

Appears in 3 contracts

Samples: Credit Agreement (Bemis Co Inc), Credit Agreement (Bemis Co Inc), Credit Agreement (Bemis Co Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 3 contracts

Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)

Transactions with Affiliates. The Company will not and not, nor will not it permit any Subsidiary to to, other than in the ordinary course of business, enter into directly or indirectly any Material transaction or Material group series of related transactions (including without limitation the purchasetransactions, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business , other than on terms and upon fair and reasonable terms no less conditions substantially as favorable to the Company or such Subsidiary than as would be obtainable by it in a comparable arm’s-length transaction with a Person not other than an Affiliate.

Appears in 2 contracts

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

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, directly or indirectly, enter into directly any lease or indirectly other transaction with any Material transaction shareholder or Material 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 (other than of the Company or another Subsidiary)such shareholder, except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable on terms no that are less favorable to the Company or such Subsidiary than would those which might be obtainable in obtained at the time from Persons who are not such a comparable arm’s-length transaction with a Person not an shareholder or Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Hagler Bailly Inc), Onyx Acceptance Corp

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Hub International (Hub International LTD), Note Purchase Agreement (New England Business Service Inc)

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Transactions with Affiliates. The Company Obligors will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company an Obligor or another Subsidiary), except pursuant to in the reasonable requirements of the Company’s or such Subsidiary’s business ordinary course and upon fair and reasonable terms no that are not materially less favorable to the Company such Obligor or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Master Shelf Agreement (Helen of Troy LTD), Note Purchase Agreement (Helen of Troy LTD)

Transactions with Affiliates. The Company will not shall not, and will shall not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group series 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business on terms and upon fair and reasonable terms no less conditions as favorable to the Company or such Subsidiary than Subsidiary, as the case may be, as would be obtainable in a comparable arm’sarm's-length transaction with a Person not person other than an Affiliate, except transactions between the Company and any wholly owned Subsidiary.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Mce Companies Inc), Warrant and Preferred Stock Purchase Agreement (Mce Companies Inc)

Transactions with Affiliates. The Company will not may not, and will may not permit any Restricted Subsidiary to to, enter into directly any transaction (or indirectly any Material transaction or Material group series of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any servicetransactions) with any an Affiliate of the Company (other than the Company or another a Restricted Subsidiary), except pursuant to the reasonable requirements of the Company’s including any Investment, either directly or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.indirectly, unless:

Appears in 2 contracts

Samples: Collins & Aikman Corp, Indenture (Collins & Aikman Corp)

Transactions with Affiliates. The Company will not and will not permit any Material Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Material Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s or such Material Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Material Subsidiary than would could be obtainable in a comparable arm’s-arm’s length transaction with a Person not other than an Affiliate; provided, however, that notwithstanding the foregoing, the Company and any Material Subsidiary may take any action required by Governmental Authority.

Appears in 2 contracts

Samples: Note Purchase Agreement (WGL Holdings Inc), Washington Gas Light Co

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, directly or indirectly, enter into directly or indirectly permit to exist any Material transaction or Material group of related transactions (including without limitation the purchase, leasesale, sale lease or exchange of properties of any kind property or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable , on terms no that are less favorable to the Company or such Subsidiary Subsidiary, as the case may be, than would those which might be obtainable in a comparable arm’s-length transaction with obtained at the time from a Person who is not an AffiliateAffiliate of the Company.

Appears in 2 contracts

Samples: Credit Agreement (Promedco Management Co), Credit Agreement (Promedco Management Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and (a) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an AffiliateAffiliate or (b) Permitted Receivables Transactions.

Appears in 2 contracts

Samples: Note Purchase Agreement (Aptargroup Inc), Note Purchase Agreement (Aptargroup Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into into, directly or indirectly indirectly, any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties Properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course of business pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Investment Agreement (Cityxpress Com Corp), Investment Agreement (Cityxpress Com Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Caseys General Stores Inc), Note Assumption and Exchange Agreement (Andrew Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

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

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Smucker J M Co), Note Purchase Agreement (Smucker J M Co)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company, the Parent or a Restricted Subsidiary of the Company or another Subsidiarya Subsidiary of the Parent), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable and which transaction does not violate any regulatory requirements applicable to the Company or any such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an AffiliateSubsidiary.

Appears in 2 contracts

Samples: Note Purchase Agreement (Questar Gas Co), Note Purchase Agreement (Questar Gas Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-arm's length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Wolverine World Wide Inc /De/)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, purchase or sale or exchange of properties of any kind property or the rendering of any service) with with, or make any payment or transfer to, any Affiliate (other than the Company or another any Wholly-owned Subsidiary, including any Person that becomes a Wholly-owned Subsidiary as a result of such transaction), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable favorable, when taken as a whole, to the Company or such Subsidiary than the Company or such Subsidiary would be obtainable obtain in a comparable arm’sarms-length transaction with a Person not an Affiliate.Affiliate of the Company or such Subsidiary except for the following:

Appears in 2 contracts

Samples: Collateral Agency Agreement (Modine Manufacturing Co), Modine Manufacturing Co

Transactions with Affiliates. The Neither the Company will not and will not permit nor any Subsidiary to will enter into directly or indirectly any Material transaction or Material group of related transactions (including transaction, including, without limitation the limitation, any purchase, leasesale, sale lease or exchange of properties of any kind property or the rendering of any service) , with any Affiliate (other than unless such transactions are otherwise permitted under this Agreement, are in the Company or another Subsidiary), except pursuant to the reasonable requirements ordinary course of the Company’s 's or such Subsidiary’s business 's, as the case may be, business, and are upon fair and reasonable terms no less favorable to the Company or such Subsidiary Subsidiary, as the case may be, than it would be obtainable obtain in a comparable arm’s-arm's length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly be a party to any Material transaction or Material group of related transactions arrangement with any Affiliate (including including, without limitation limitation, the purchase, leasepurchase from, sale to or exchange of properties of any kind property with, or the rendering of any service) with service by or for, any Affiliate (other than the Company or another SubsidiaryAffiliate), except in the ordinary course of and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not other than an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (St Joe Co), Subsidiary Guaranty Agreement (St Joe Co)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Deltic Timber Corp), Guaranty Agreement (Hub International LTD)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly be a party to, any Material transaction or Material group of related transactions arrangement with any Affiliate (including without limitation limitation, the purchase, leasepurchase from, sale to or exchange of properties of any kind Property with, or the rendering of any service) with service by or for, any Affiliate (other than the Company or another SubsidiaryAffiliate), except in the ordinary course of and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable obtain in a comparable arm’sarm's-length transaction with a Person not other than an Affiliate.

Appears in 2 contracts

Samples: Note Agreement (Nash Finch Co), Note Agreement (Nash Finch Co)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary)Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Guaranty Agreement (Oil-Dri Corp of America), Note Purchase Agreement (Ferrellgas Partners Finance Corp)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, and cause such Subsidiary not to, enter into directly or indirectly any Material transaction or Material material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Advanced Growing Systems, Inc.), Note Purchase Agreement (ZBB Energy Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related Material transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Guaranty Agreement (Woodward Governor Co), Note Purchase Agreement (South Jersey Industries Inc)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s 's or such Restricted Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Kirby Corp), Note Purchase Agreement (Elkcorp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliatebusiness.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Mine Safety Appliances Co), Note Purchase Agreement (Smucker J M Co)

Transactions with Affiliates. The Company Companies will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Exchange Agreement (Mail Com Inc), Note Exchange Agreement (Mail Com Inc)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material material transaction or Material material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any serviceservices) with any Affiliate affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person person not an Affiliateaffiliate of the Company.

Appears in 2 contracts

Samples: Secured Note Purchase Agreement (Euniverse Inc), Secured Note Purchase Agreement (Marver James D)

Transactions with Affiliates. The Company will not not, and will not permit any Restricted Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including transaction, including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind Property or the rendering of any service) , with any Affiliate (other than the Company or another Subsidiary)Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Company’s 's or such Restricted Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable obtained in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Birmingham Steel Corp), Note Purchase Agreement (Birmingham Steel Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another a Subsidiary), except pursuant to in the reasonable requirements ordinary course of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Polaris Industries Inc/Mn), Master Note Purchase Agreement (Polaris Industries Inc/Mn)

Transactions with Affiliates. (a) The Company will not not, and will not cause or permit any Restricted Subsidiary to to, directly or indirectly, enter into directly or indirectly any Material transaction or Material group of related transactions Transaction (including without limitation the sale, purchase, leaseexchange or lease of assets, sale property or exchange of properties services) with or for the benefit of any kind or Affiliate of the rendering of any service) with any Affiliate Company (other than the Company or another a Restricted Subsidiary)) involving aggregate consideration in excess of $10.0 million, except pursuant to the reasonable requirements of the Company’s or unless such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable Transaction is entered into in a comparable arm’s-length transaction with a Person not an Affiliate.good faith and

Appears in 2 contracts

Samples: Supplemental Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Meridian Industrial Trust Inc), Change of Control Agreement (Hickory Tech Corp)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to in the reasonable requirements of the Company’s or such Subsidiary’s business ordinary course and upon fair and reasonable terms no that are not materially less favorable to the Company or such Subsidiary Subsidiary, taken as a whole, than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Littelfuse Inc /De), Note Purchase Agreement (Littelfuse Inc /De)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary)Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the Company’s 's or such Restricted Subsidiary’s 's business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Ferrellgas Partners Finance Corp)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale furnishing of goods or exchange of properties of any kind or the rendering of any serviceservices) with any an Affiliate (other than except in the Company or another Subsidiary), except pursuant to the reasonable requirements ordinary course of the Company’s or such Subsidiary’s business as presently conducted and upon fair on terms and reasonable terms conditions no less favorable to the Company or such Subsidiary than would be obtainable obtained in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Agreement (Oneida LTD), Note Agreement (Oneida LTD)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to enter into to, directly or indirectly indirectly, engage in any Material transaction (or Material group series of related transactions transactions) material to the Company or any of its Subsidiaries (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind assets or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and , except upon fair and reasonable terms that are no less favorable to the Company or such Subsidiary Subsidiary, as the case may be, than would those which might be obtainable obtained, in a comparable arm’s-the good faith judgment of the Company, in an arm's length transaction with a Person at the time from Persons which are not such an Affiliate.

Appears in 2 contracts

Samples: Security Agreement (Party City Corp), Note and Warrant Purchase Agreement (Eco Soil Systems Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material group of related transactions (including including, without limitation limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 2 contracts

Samples: Note Purchase Agreement (Granite Construction Inc), Subsidiary Guaranty Agreement (Granite Construction Inc)

Transactions with Affiliates. The Company will not not, and will not permit any Subsidiary to to, enter into directly or indirectly any Material transaction or Material 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 its Affiliates (other than the Company or another any Subsidiary), except pursuant to the reasonable requirements of the Company’s or ) unless such Subsidiary’s business and upon fair and reasonable transaction is on terms no less favorable to the Company or such Subsidiary than would be obtainable if the transaction had been negotiated in a comparable good faith on an arm’s-length transaction basis with a Person non-Affiliate; provided that the foregoing shall not an Affiliate.prohibit (a) the payment by the Company or

Appears in 1 contract

Samples: Revolving Credit Agreement (Consumers Energy Co)

Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s 's or such Subsidiary’s 's business and in the reasonable judgment of the board of directors of the Company, upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 1 contract

Samples: Note Purchase Agreement (Board of Trade of the City of Chicago Inc)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Restricted Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm’sarm's-length transaction with a Person not an Affiliate.

Appears in 1 contract

Samples: Note Purchase Agreement (Lincare Holdings Inc)

Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material 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 (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.of

Appears in 1 contract

Samples: Private Shelf Agreement (Aecom Merger Corp)

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