Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 6 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Transactions with Affiliates. Enter Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of any kind property or the rendering of services) with any Affiliate except (a) on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate provided, that such Credit Party or Subsidiary shall provide notice of any such arrangement, transaction or contract which contemplates payments in excess of $750,000 in the aggregate to the Administrative Agent and is not otherwise permitted by clauses (b) through (j) of this Section 10.08 within five (5) Business Days prior to entering into such arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any Affiliate (other than the Credit Parties and their Subsidiaries), (b) customary fees to, and indemnifications of, non-officer directors (or equivalent persons) of the BorrowerCredit Parties and their respective Subsidiaries, whether (c)(i) the payment of compensation and indemnification arrangements and benefit plans for officers and employees of the Credit Parties and their respective Subsidiaries in the ordinary course of business and (ii) reasonable severance agreements or not payment of severance to applicable employees, directors (or equivalent persons) and officers either approved by the Credit Parties’ governing bodies or otherwise entered into or made in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to (d) the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an AffiliateService Agreement, except (ae) transactions between or solely among Loan Credit Parties; , (bf) [reserved], (g) transactions between or solely among Restricted Subsidiaries that are not Loan Credit Parties; , (ch) loans or advances to officersthe Transactions, directors and employees (i) Restricted Payments permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary10.06, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (ej) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i)transactions identified on Schedule 8.26, in each case, without the prior written consent of the Administrative Agent (which shall not be unreasonably withheld, conditioned or delayed and which shall be granted in respect of any restructuring that could not reasonably be expected to be adverse to the extent permitted by Section 8.6; (f) employment arrangements entered into in interests of the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringSecured Parties).
Appears in 5 contracts
Samples: Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Grindr Inc.), Credit Agreement (Tiga Acquisition Corp.)
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with Property to, or purchase, lease or otherwise acquire any Affiliate Property from, or otherwise engage in any other transactions with, any of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) at prices and on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted the Borrower and its Subsidiaries and any entity that are becomes a Subsidiary as a result of such transaction not Loan Parties; involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans or and advances to officers, directors directors, consultants and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any employee thereof; other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (gl) any Restricted Payment permitted transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by Section 8.6; this Agreement, (hm) the Acquisition; transactions effected as a part of a Qualified Receivables Transaction, (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (jn) the provision of Cash Collateral permitted under Section 8.3(aa) services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and payments and distributions of amounts therefrom; (ko) transactions contemplated approved by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthe Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Viatris Inc), Loan Credit Agreement (Upjohn Inc), Revolving Credit Agreement (Viatris Inc)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of businessits Affiliates, other than any transaction or series of related transactions not exceeding $3,000,000 in the aggregate, and except that the following shall be permitted: (a) transactions at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower Loan Party or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between and among (x) any Loan Parties or among (y) any wholly-owned Restricted Subsidiaries that are not Loan Parties; , in each case, not involving any other Affiliate, (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any disposition permitted by Section 6.05, (e) any Indebtedness permitted under Section 8.7; 6.01(c), (df) any Restricted Payment permitted by Section 6.08, (g) transactions between and among Holdings, the Borrower and any wholly-owned Restricted Subsidiaries reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries, (h) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group MemberHoldings, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuancesdirectors, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision payment of Cash Collateral (A) termination payments consisting of twelve months of management fees, the reimbursement of costs and out-of pocket expenses and indemnification obligations, and (B) management fees, which management fees shall not exceed $1,500,000 in any fiscal year, in each case pursuant to the Management Agreement, provided, that no management fees thereunder shall be permitted under Section 8.3(aa) to be in cash to the extent that an Event of Default has occurred and payments is continuing and distributions further provided, that all accrued management fees which were not permitted to be paid in cash at such time shall be permitted to be paid in cash once no Event of amounts therefrom; Default is continuing, (k) transactions contemplated any contribution to the capital of Holdings or any purchase of Equity Interests of Holdings to the extent otherwise permitted by any Permitted Foreign Receivables Facility documents; and this Agreement, (l) issuances of Equity Interests (and options and warrants therefor) of the Borrower or Holdings to the extent otherwise permitted by this Agreement, (m) payments to or from, and transactions with joint ventures (to the extent any Permitted Restructuringsuch joint venture is only an Affiliate as a result of Investments by the Holdings, the Borrower or its Subsidiaries in such joint venture and such transactions are reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries) to the extent otherwise permitted under this Agreement, and (n) the payment of customary fees and reasonable and documented out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower and its Restricted Subsidiaries or any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries.
Appears in 4 contracts
Samples: Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.)
Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan Parties; , (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, (c) loans the issuance of Equity Interests in the Lead Borrower to any officer, director, employee or advances to officersconsultant of the Lead Borrower or any of its Subsidiaries, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Lead Borrower or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities (other than any such issuances not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by (in each case in respect of Equity Interests in the Lead Borrower’s board ), and (f) any transaction permitted under (i) any of directors and clauses (b) through (e) or clause (h) of the definition of “Permitted Disposition”, (ii) any repurchases clauses (n) or (q) of any issuancesthe definition of “Permitted Encumbrances”, awards (iii) clauses (b), (d), (g), (h), (j), (k) or grants issued pursuant to clause (n) of the definition of “Permitted Indebtedness”, (iv) clauses (g), (i), in each case(l), to (m) or (n) of the extent permitted by Section 8.6; definition of “Permitted Investments”, or (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gv) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringSections 7.03(c), 7.04, 7.06 or 7.07 hereof.
Appears in 4 contracts
Samples: Credit Agreement (Rh), Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Rh)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowera Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or Loan Party entering into such Restricted Subsidiary transaction as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except ; provided that this Section 7.08 shall not apply to (a) Restricted Payments permitted under Section 7.06, (b) indemnification of, payment of expenses of, and contribution to all Persons entitled to indemnification, reimbursement of expenses, or contribution under the Borrower Partnership Agreement or the Parent’s Partnership Agreement, (c) transactions between or among the Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower any employment or any Restricted Subsidiary who are not employees of the Borrower compensation agreement, deferred compensation plans, employee benefits plan, equity incentive or any Restricted Subsidiaryequity-based plans, profits interests, officer, supervisor and compensationdirector indemnification agreement or insurance, employmentstay bonuses, termination severance or similar agreement and other employee benefit arrangements paid toarrangements, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) reasonable and customary director, officer, supervisor and employee fees and compensation (iincluding bonuses and including such payments to Persons who are not otherwise Affiliates of the Borrower or a Guarantor) any issuances of securities or and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans approved by the Borrower’s board of directors other benefit plans) and (ii) any repurchases of any issuancesindemnification arrangements, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into issuances of Equity Interests (other than disqualified stock) of the Parent to Affiliates of the Parent not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (g) loans or advances to employees, directors or officers in the ordinary course of business between the Borrower or not to exceed $1,000,000 in aggregate at any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; time outstanding plus advances of out-of-pocket expenses, (h) the Acquisition; any purchase or other acquisition of Equity Interests permitted under Section 7.03, and (i) pledges of Capital Stock of any arm’s length transaction with a Person that is not an Unrestricted Subsidiary to secure Indebtedness Affiliate that becomes an Affiliate as a result of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringtransaction.
Appears in 4 contracts
Samples: Security Agreement (Suburban Propane Partners Lp), Existing Credit Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp)
Transactions with Affiliates. Enter into No Loan Party shall enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary Loan Parties as would be obtainable by the Borrower or such Restricted Subsidiary Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan PartiesParties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among Restricted Subsidiaries the Parent or any Subsidiary or any entity that are not Loan Partiesbecomes a Subsidiary as a result of such transaction; (c) loans or advances to officers, directors and employees Restricted Payments permitted under Section 8.77.06; (d) the transactions occurring on the Closing Date and the payment of fees and expenses related thereto; (e) the issuance of Equity Interests in the Parent to any officer, director, employee or consultant of the Parent or any of its Subsidiaries; (f) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)its Subsidiaries; (e) (ih) any issuances of securities of the Parent (other than Disqualified Stock) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in respect of Equity Interests in the ordinary course Parent) of business between the Borrower Parent or any Restricted Subsidiary and any employee thereofof its Subsidiaries; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; or (i) pledges transactions not otherwise prohibited hereunder between the Parent or any Subsidiary and Rhône Capital III L.P. or any of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringits Affiliates.
Appears in 4 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Security Agreement (Quiksilver Inc)
Transactions with Affiliates. Enter The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any kind service, with any Affiliate (other than one of the Borrower, whether or not in the ordinary course of business, other than on Credit Parties) unless such transactions are upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than not an Affiliate; provided, except however, the foregoing provisions of this Section 9.12 shall not apply to: (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (di) the payment performance of reasonable fees to directors of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Borrower Borrower, any Credit Party or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of businessits business with its or for the benefit of its employees, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other paymentsofficers and directors, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower, any repurchases Credit Party or any Subsidiary in their capacity as such, to the extent such fees and compensation are customary, (iii) the consummation of any the Transactions, (iv) equity issuances, awards repurchases, retirements, redemptions, Restricted Payments or grants issued pursuant to clause (i)other acquisitions or retirements of Equity Interests by the Borrower or any dividends and distributions, in each case, permitted by Section 9.04, (v) loans, advances, Investments and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower or such Subsidiary, but for the Borrower’s or such Subsidiary’s ownership of Equity Interests in such joint venture or such Subsidiary) to the extent permitted under Section 9.05 and (vi) the entry into and performance under management, transition and other service and commercial agreements by Section 8.6; (f) employment arrangements entered into in the ordinary course of business and between the Borrower Borrower, any Credit Party or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by or any Permitted Foreign Receivables Facility documents; and (l) Person that is not a Restricted Subsidiary in which any Permitted RestructuringCredit Party or Restricted Subsidiary owns Equity Interests.
Appears in 3 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Transactions with Affiliates. Enter Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of the BorrowerBorrower or such Restricted Subsidiary on terms that are less favorable to the Borrower or such Restricted Subsidiary, whether as the case may be, than those that would prevail in an arm’s-length transaction with unrelated third parties; provided that the foregoing restriction shall not apply to (a) transactions between or among the Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary as a result of such transaction, not involving any other Affiliate, (b) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any of the Restricted Subsidiaries and their respective future, current or former officers, directors and employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with future, current or former officers, directors and employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business, other than on fair (f) payment of customary fees and reasonable terms substantially as favorable indemnities to the Borrower and reimbursement of out-of-pocket costs and expenses of any future, current or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to former officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any and the Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Subsidiaries entered into in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment (g) loans and advances permitted under Section 8.7(t); (e6.6(i) (ior 6.6(j) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent Investments permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; 6.6(s), (h) the Acquisition; transactions set forth on Schedule 6.10 and (i) pledges of Capital Stock of an Unrestricted transactions with a Receivables Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral in connection with a Permitted Securitization permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring6.1(u).
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Entegris Inc), Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than (a) those set forth on Schedule 6.09 hereto, (b) Restricted Payments permitted under Section 6.06, (c) the payment of compensation and benefits and the providing of indemnification to officers and directors in the ordinary course of business and consistent with past practices or (d) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary Loan Parties as would be obtainable by the Borrower or such Restricted Subsidiary Loan Parties at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except . The foregoing restriction shall not restrict (ai) transactions a transaction between or among the Loan Parties; , (bii) transactions between advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, (iii) the issuance of Equity Interests of the Borrower to any officer, director or among Restricted employee of the Borrower or any of its Subsidiaries that are not Loan Parties; in the ordinary course of business, (c) loans or advances to officers, directors and employees permitted under Section 8.7; (div) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); and (e) (iv) any issuances of securities Qualified Equity Interests of the Borrower (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, severance agreements, retention plans, employment agreements, deferred compensation agreements, stock options options, restricted stock agreements and stock ownership plans approved by (in each case in respect of Qualified Equity Interests of the Borrower’s board ) of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringits Subsidiaries.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Supervalu Inc), Intercreditor Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)
Transactions with Affiliates. Enter into Neither Holdings nor the Borrower will, nor will they permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Transactions with Affiliates. Enter into Holdings will not, and will not permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (ai) (A) (y) transactions between or among Loan Parties; Holdings or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction and (bz) transactions between or among Restricted Subsidiaries that are not Loan Parties; Parties or any entity that becomes a Restricted Subsidiary as a result of such transaction (cand, in each case of clauses (y) loans and (z), not involving any other Affiliate of Holdings) and (B) transactions involving aggregate payment or advances consideration of less than $15,000,000, (ii) on terms substantially as favorable to officersHoldings or such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, directors and employees permitted under Section 8.7; (diii) the payment of reasonable fees and expenses related to directors the Transactions, (iv) [reserved], (v) issuances of the Borrower Equity Interests of Holdings or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent otherwise permitted by Section 8.6; this Agreement, (fvi) employment and severance arrangements entered into between Holdings (or any direct or indirect parent company of Holdings) and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between (including loans and advances pursuant to Section 6.04(b) and 6.04(n)), (vii) payments by Holdings and the Borrower Restricted Subsidiaries pursuant to tax sharing agreements among Holdings and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or any operation of Holdings and the Restricted Subsidiary and any employee thereof; (g) any Restricted Payment Subsidiaries, to the extent such payments are permitted by Section 8.6; 6.07(a)(vii)(A), (hviii) the Acquisition; payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the Board of Directors, officers and employees of Holdings and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Restricted Subsidiaries, (iix) pledges transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (x) [reserved], (xi) [reserved], (xii) [reserved], (xiii) sales of Capital Stock of an Unrestricted Subsidiary to secure accounts receivable, or participations therein, or Securitization Assets or related assets in connection with or any Qualified Securitization Facility, (xiv) [reserved], (xv) [reserved] and (xvi) any other (A) Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) 6.01 and payments Liens permitted under Section 6.02; provided that such Indebtedness and distributions Liens are on terms which are fair and reasonable to Holdings and its Restricted Subsidiaries as determined by the majority of amounts therefrom; independent members of the board of directors of Holdings and (kB) transactions contemplated by any Permitted Foreign Receivables Facility documents; permitted under Section 6.03, Investments permitted under Section 6.04 and (l) any Permitted RestructuringRestricted Payments permitted under Section 6.07.
Appears in 3 contracts
Samples: Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)
Transactions with Affiliates. Enter into Neither Holdings nor the Borrower will, nor will they permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to Holdings, the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between Holdings, the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s or Holdings’ board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; directors, and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.
Appears in 3 contracts
Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Amendment and Restatement Agreement (Resideo Technologies, Inc.)
Transactions with Affiliates. Enter into any transaction Holdings will conduct, and cause each of any kind the Restricted Subsidiaries to conduct, all transactions with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than Holdings and the Restricted Subsidiaries) on fair and reasonable terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s arm’s-length transaction with a Person other than that is not an Affiliate, except as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of fees to the Sponsor for management, consulting and financial services rendered to Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersHoldings, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees or any joint venture (regardless of the Borrower form of legal entity) in which Holdings or any Restricted Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers ’s ownership of Capital Stock or employees of any Group Member, each Stock Equivalents in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (esuch joint venture or Subsidiary) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by under Section 8.6; 10, (f) employment and severance arrangements entered into between Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business between the Borrower or any Restricted Subsidiary (including loans and any employee thereof; advances in connection therewith), (g) payments by Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent) and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, its Restricted Payment permitted by Section 8.6; Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of Holdings, (h) the Acquisition; payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Subsidiaries, (i) pledges of Capital Stock of an Unrestricted Subsidiary transactions undertaken pursuant to secure Indebtedness of such Unrestricted Subsidiary; membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the provision of Cash Collateral permitted under Section 8.3(aaClosing Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date) and payments and distributions of amounts therefrom; (k) transactions contemplated customary payments by Holdings (or any Permitted Foreign Receivables Facility documents; direct or indirect parent) and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (l) any Permitted Restructuringincluding in connection with acquisitions or divestitures).
Appears in 3 contracts
Samples: Credit Agreement (PRA Health Sciences, Inc.), Credit Agreement (PRA Health Sciences, Inc.), Credit Agreement (PRA Health Sciences, Inc.)
Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the Transactions and the payment of Transaction Expenses as part of or advances in connection with the Transactions, (d) so long as no Event of Default under Sections 8.01(a) or (f) has occurred and is continuing, the payment of management, monitoring, consulting, transaction, termination and advisory fees in an aggregate amount pursuant to officersthe Investor Management Agreement and related indemnities and reasonable expenses, directors and employees (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) [reserved], (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of owning an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities equity interest or otherwise pursuant to, controlling such joint venture or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringsimilar entity.
Appears in 3 contracts
Samples: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowerany Loan Party (other than transactions between or among a Loan Party and a Subsidiary (including any entity that becomes a Subsidiary as a result of such transaction) (or any combination thereof)), whether or not in the ordinary course of business, other than except (i) transactions on fair and reasonable terms substantially as favorable to the Borrower such Loan Party or such Restricted Subsidiary as would be obtainable by the Borrower such Loan Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (aii) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment payments of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination perquisites and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees fringe benefits arising out of any Group Member, each employment or consulting relationship in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) making Restricted Payments permitted by this Agreement, (iiv) any issuances of securities or other payments, awards or grants payments (whether in cash, securities or otherwise pursuant toother property) by any non-Wholly-Owned Subsidiary of the Borrower, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of such Subsidiary, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases on account of any issuancesreturn of capital to such Subsidiary’s stockholders, awards partners or grants issued pursuant to clause members (ior the equivalent Person thereof), in each any such case, made to holders of Equity Interests in such Subsidiary (x) to the extent required pursuant to such Subsidiary’s Organization Documents or (y) to the extent such payment would have been permitted by Section 8.6; 7.06 had it constituted a Restricted Payment, (fv) employment arrangements entered into other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not adverse to the interests of the Lenders in their capacities as such), (vii) transactions in the ordinary course of business that comply with the requirements of the North American Securities Administrators Association’s Statement of Policy of Real Estate Investment Trusts and (viii) transactions between the Borrower a Loan Party or any Restricted Subsidiary and any employee thereof; “taxable REIT subsidiary” (gwithin the meaning of Section 856(l) of the Code) of any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Loan Party or Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 3 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among Loan Parties; the Borrower and the Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (ciii) loans or advances to officersemployees, directors (iv) payroll, travel and employees permitted under Section 8.7; similar advances, (dv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans, incentive plans or other benefit plans approved by the Borrower’s board Board of directors and Directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s Board of Directors, (gviii) any Restricted Payment permitted not prohibited by Section 8.6; this Agreement, (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kix) transactions contemplated by any Permitted Foreign Receivables Facility documents; pursuant to the agreements set forth on Schedule 6.07 and (lx) any Permitted Restructuringtransaction with an Affiliate (other than the Borrower or any Subsidiary) where the only consideration paid to such Affiliate is Qualified Equity Interests of the Borrower including conversions pursuant to any convertible debt instrument.
Appears in 3 contracts
Samples: Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq Omx Group, Inc.), Credit Agreement (Nasdaq, Inc.)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries any Borrower and any Subsidiary that are is a Loan Party not Loan Parties; involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to members of the board of managers or directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, managers, directors, officers or employees of any Group Member, each the Borrowers or their Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock or membership interest options and stock or membership interest ownership plans approved by the Borrower’s HF Foods' board of directors and (iii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in payment by each case, applicable Working Capital Borrower to the extent permitted by Section 8.6; (f) employment arrangements entered into in applicable Subsidiary that owns the ordinary course real property on which such Working Capital Borrower operates of business between the lease amounts not less favorable to such Working Capital Borrower than could be obtained on an arm's-length basis from unrelated third parties. No Loan Party will, nor will it permit any Subsidiary to, make any advance or loan to any Restricted of its suppliers that are Affiliates, except loans and advances that are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than could be obtained on an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringarm's-length basis from unrelated third parties.
Appears in 3 contracts
Samples: Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.)
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (a) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among the Borrower and the Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (c) loans or advances to officersemployees in the ordinary course of business, directors and employees permitted under Section 8.7; (d) payroll, travel and similar advances to cover matters in the ordinary course of business, (e) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fg) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gh) any payments made pursuant to the Management Agreements, (i) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; 6.06, (j) the provision of Cash Collateral transactions expressly permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; any Securitization Document, (k) transactions contemplated expressly permitted by any Permitted Foreign Receivables Facility documents; Section 6.03(a) and Sections 6.04(a)(ii) and (a)(iii), (l) management and other similar services and arrangements performed in the ordinary course of business by the Borrower or any Permitted RestructuringRestricted Subsidiary in favor of the Borrower or any other Restricted Subsidiary, (m) transactions as may be disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the date of this Agreement, (n) any transactions that are otherwise approved by the board of directors of the Borrower or such Restricted Subsidiary, (o) investments of cash and Cash Equivalents in Unrestricted Subsidiaries and (p) transactions set forth on Schedule 6.07.
Appears in 3 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Transactions with Affiliates. Enter into Neither Payor nor any transaction Borrower will, nor will they permit any Payor Group Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of €25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Payor, such Borrower or such Payor Group Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 3.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 3.04 and any other transaction involving Payor, the Borrowers and Restricted Subsidiaries permitted under Section 3.03 to the extent such transaction is between Payor, a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 3.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the Holdings, any Borrower or any Restricted Subsidiary who are not employees of the Holdings, any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Swiss Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6directors; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Holdings, any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Swiss Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsdirectors; and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.
Appears in 3 contracts
Samples: Indemnification and Reimbursement Agreement (Garrett Motion Inc.), Indemnification and Reimbursement Agreement (Honeywell International Inc), Indemnification and Reimbursement Agreement (Garrett Motion Inc.)
Transactions with Affiliates. Enter No Credit Agreement Party will, nor will permit any of its Subsidiaries to, enter into any transaction or series of any kind transactions with any Affiliate of the Borrower, whether U.S. Borrower or not any of its Subsidiaries other than in the ordinary course of business, other than business and on fair terms and reasonable terms conditions substantially as favorable to the Borrower such Credit Agreement Party or such Restricted Subsidiary as would be reasonably expected to be obtainable by the Borrower such Credit Agreement Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except ; provided that the following shall in any event be permitted: (ai) transactions between or among Loan Partiesthe Transaction; (bii) intercompany transactions between or among Restricted the U.S. Borrower and its Subsidiaries that are not Loan Partiesto the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (diii) the payment of reasonable consulting or other fees to directors the U.S. Borrower by any of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiv) customary fees to non-officer directors of the U.S. Borrower and its Subsidiaries; (iv) any issuances the U.S. Borrower and its Subsidiaries may enter into the employment arrangements with respect to the procurement of securities or other payments, awards or grants services with their respective officers and employees in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved ordinary course of business; (vi) Dividends may be paid by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, U.S. Borrower to the extent permitted by Section 8.69.06; (fvii) employment arrangements entered into the payment of customary fees (excluding management fees) to the Agents and their Affiliates for services rendered (including, without limitation, any underwriting discounts and commissions); (viii) transactions between the U.S. Borrower and/or any of its Subsidiaries and their respective Affiliates listed on Schedule XIV hereto; and (ix) the California Disposition and any loan of all or a portion of the Net Sale Proceeds therefrom to an Affiliate of the U.S. Borrower, so long as (and only so long as) such transactions would not (in the absence of this clause (ix) and, for such purpose, assuming same were in the “ordinary course of business between business”) give rise to a violation of this Section 9.07. In no event shall any management, consulting or similar fee be paid or payable by the U.S. Borrower or any Restricted Subsidiary and of its Subsidiaries to any employee thereof; Affiliate (g) other than any Restricted Payment permitted by other Credit Party), except as specifically provided in this Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring9.07.
Appears in 3 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Transactions with Affiliates. Enter into The Company will not, nor will it permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) transactions between that are at prices and on terms and conditions not less favorable to the Company or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among Restricted Subsidiaries that are the Company and any Subsidiary not Loan Parties; involving any other Affiliate, (c) loans or advances to officers, directors and employees any Indebtedness permitted under Section 8.7; 6.01(b), (c), (d) or, to the extent relating to the foregoing, (f), (d) any dividend or other distribution with respect to Equity Interests, (e) the payment of reasonable fees to directors of the Borrower Company or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or any Group Member, each Subsidiary in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options options, equity incentive and stock ownership plans approved by the BorrowerCompany’s or a Subsidiary’s board of directors and the 2005 Elective Deferred Incentive Compensation Plan, (iig) any repurchases transactions with the BAC Joint Venture consisting of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fx) employment arrangements receivables securitizations entered into in the ordinary course of business between and consistent with past practices and (y) cash equity contributions by the Borrower or Company and/or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; to the BAC Joint Venture, (h) the Acquisition; transactions arising in connection with any Permitted Foreign Securitization or any Permitted Floorplan Vehicle Transaction, and (i) pledges sales of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringinventory.
Appears in 2 contracts
Samples: Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp)
Transactions with Affiliates. Enter Neither the Company shall, nor shall the Company permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the BorrowerCompany, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $25,000,000, other than (a) loans and other transactions among the Company and its Restricted Subsidiaries and Securitization Subsidiaries or any entity that becomes a Restricted Subsidiary or Securitization Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower Company or such Restricted Subsidiary as would be obtainable by the Borrower Company or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the Transactions and the payment of Transaction Expenses as part of or advances in connection with the Transactions, (d) so long as no Event of Default under Sections 8.01(a) or (f) has occurred and is continuing, (A) [reserved] and (B) transactions pursuant to officersthe Transaction Agreements, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors and employees of Company to the Lenders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement, (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the payment Company and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of reasonable fees business and transactions pursuant to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, stock option plans and compensation, employment, termination and other employee benefit plans and arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, (g) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided that on behalf of, directors, managers, officers, employees and consultants of the Company and its Restricted Subsidiaries (or any payment direct or indirect parent of the Company) in respect the ordinary course of business to the extent attributable to the ownership or operation of the Company and its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) amendment is not adverse to the Lenders in any material respect, (i) any issuances of securities or other payments[reserved], awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved (j) payments by the Borrower’s board Company or any of directors and (ii) any repurchases of any issuances, awards or grants issued its Subsidiaries pursuant to clause (i)any tax sharing agreements with any direct or indirect parent of the Company to the extent attributable to the ownership or operation of the Company and the Subsidiaries, in each case, but only to the extent permitted by Section 8.6; 7.06(i)(iii), (fk) employment arrangements the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any direct or indirect parent company of Holdings or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Company, any of its Subsidiaries or any direct or indirect parent thereof, (l) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing, (m) Permitted Intercompany Activities, the Spin-Off Transaction (including each instrument or agreement to be entered into in connection with, or contemplated by, the ordinary course Spin-Off Transaction) and any related transaction and the payment of business between all fees and expenses related thereto, (n) [reserved] or (o) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower Company or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of owning an Unrestricted Subsidiary to secure Indebtedness of equity interest or otherwise controlling such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringjoint venture or similar entity.
Appears in 2 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Transactions with Affiliates. Enter into Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any transaction Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or not in the ordinary course greater of business, other than on fair $30,000,000 and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, 2.5% of Consolidated EBITDA except (a) transactions between at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or among Loan Partiessuch Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that are becomes a Restricted Subsidiary as a result of such transaction) not Loan Partiesinvolving any other Affiliate; (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.76.04; (d) payroll, travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower Parent or any Restricted Subsidiary, ; (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Parent or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)other transaction permitted hereunder; (e) (ig) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans plans; (h) any payments to any Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors and of the Parent in good faith; (iij) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted Restricted Payment and payments on Indebtedness not prohibited by Section 8.66.08; (fk) employment arrangements entered into [Reserved]; (l) transactions between and among the Parent and its Subsidiaries or the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between Parent or the Borrower and its direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in the Parent or the Borrower, as applicable, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (q) transactions set forth on Schedule 6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Parent or any Restricted Subsidiary and any employee thereofAffiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (gw) loans and advances to any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Parent Entity permitted under Section 8.3(aa6.4(ff) and payments and distributions of amounts therefrom; (kx) transactions contemplated by in which the Parent or any Permitted Foreign Receivables Facility documents; and Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (la) any Permitted Restructuring.of this Section 6.09. 155
Appears in 2 contracts
Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Transactions with Affiliates. Enter No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates in each case with a fair market value in excess of $5,000,000, except (a) transactions that are at prices and on terms and conditions, taken as a whole, not less favorable to such Loan Party or Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Parties and their Restricted Subsidiaries not otherwise prohibited hereunder, (c) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into any transaction with, directors, officers, managers, consultants or employees of any kind with any Affiliate of Parent, BCF Holdings, the Borrower, whether Borrower or not their Subsidiaries in the ordinary course of business, including in connection with the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016) and any other than transaction permitted hereunder, (d) [Reserved], (e) as set forth on fair Schedule 6.07, as these agreements and reasonable instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms substantially as favorable of this covenant or to the Borrower or such extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole), (f) [Reserved], (g) payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compensation plans of the Loan Parties and their Restricted Subsidiary as would be obtainable by Subsidiaries, (i) employment contracts with officers, management and consultants of the Borrower or such Loan Parties and their Restricted Subsidiary at Subsidiaries, (j) Restricted Payments to the time in a comparable arm’s length transaction with a Person other than an Affiliateextent specifically permitted under this Agreement, except (ak) transactions between or among advances and loans to officers and employees of the Loan Parties; (b) transactions between or among Parties and their Restricted Subsidiaries that are not Loan Parties; to the extent specifically permitted under this Agreement, (cl) loans or advances to Investments consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under Section 8.7; 6.06(a)(ii), (dn) the other transactions with Affiliates specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Permitted Dispositions, Restricted Payments, Permitted Investments and Indebtedness), (o) payment of reasonable fees and expenses pursuant to the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016), and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the disinterested members of the board of directors of the Borrower or any Restricted Subsidiary who are not employees of in good faith, (p) transactions between and among the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into its Subsidiaries which are in the ordinary course of business and transactions between the Borrower, Parent and its direct or indirect shareholders in the ordinary course of business with respect to the Capital Stock of Parent (or any direct or indirect parent entity), such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof, (q) any transaction between or among the Borrower or any Restricted Subsidiary and any employee thereof; Affiliate of the Borrower or a joint venture or similar entity that would constitute an Affiliate transaction solely because the Borrower or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Affiliate, joint venture or similar entity, and (gr) transactions in which the Borrower or any Restricted Payment permitted by Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring6.07.
Appears in 2 contracts
Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; therefrom and (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except Except for (ai) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) Investments permitted by Section 6.04, and Indebtedness permitted by Section 6.01, and Liens permitted by Section 6.02, (iii) Dispositions, mergers, consolidations and dissolutions permitted by Section 6.05(i), (iv) Restricted Payments permitted by Section 6.06, (v) reimbursements of costs and expenses of the Sponsor or its Affiliates or any repurchases of any issuances, awards indemnities provided to the Sponsor or grants issued pursuant to clause (i)its Affiliates, in each case, pursuant to the extent permitted Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (vi) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and severance agreements, in each case approved by Section 8.6; the Governing Body of Holdings, any direct or indirect parent entity of Holdings or the applicable Subsidiary of Holdings, (fvii) employment arrangements entered into transactions under the Loan Documents and the Related Documents, (viii) Dispositions of Qualified Capital Stock of Holdings to Affiliates of Borrower or Holdings not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (ix) the Transactions, (x) the transactions with Velocity Technology Solutions, Inc. or its Affiliates that are approved by all disinterested directors (or the equivalent thereof) (excluding any independent director that may have an interest in the ordinary course particular transaction) of business between the appropriate Governing Body of Holdings and (xi, (xi) transactions under the Xxxxxx Management Agreement and the Leesberg Management Agreement and (xii) the transactions set forth on Schedule 6.07, and any amendment or modification with respect to such transactions, and the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and any employee thereofon terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided that if such Affiliate transaction both (g1) any Restricted Payment permitted by Section 8.6; (h) does not meet one of the Acquisition; exceptions in clauses (i) pledges through (xixii) above and (2) involves aggregate payments or value in excess of Capital Stock $1,000,000, the Borrower shall either obtain written approval for such Affiliate transaction from (y) all of the disinterested directors (or the equivalent thereof) (excluding any independent director that may have an Unrestricted Subsidiary to secure Indebtedness interest in the particular transaction) of the appropriate Governing Body of the Borrower or such Unrestricted Subsidiary; , as applicable or (jz) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (an “Affiliate Transaction”), whether or not in the ordinary course of business, involving aggregate consideration in excess of $10,000,000 other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, directors and employees permitted under Section 8.7; (d) the payment of reasonable [Reserved], (e) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower, any Parent Holding Company or any Restricted Subsidiary who are not employees thereof and their respective directors, officers, employees, managers, consultants or independent contractors (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of any Parent Holding Company or the Borrower or any Restricted Subsidiary, (g) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (h) Investments permitted under Section 7.02, (i) any payments required to be made pursuant to the Purchase Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (k) transactions between a Borrower Party and other employee benefit arrangements paid to, and indemnities provided for any Person that is an Affiliate solely due to the benefit of, directors, officers or employees fact that a director of such Person is also a director of any Group MemberBorrower Party or any Parent Holding Company; provided, each however, that such director abstains from voting as a director of such Borrower Party or such Parent Holding Company, as the case may be, on any matter involving such other Person, (l) transactions between a Borrower Party and any Related License Corporation consistent with customary industry practices as determined by the Borrower in good faith, made in the ordinary course of businessbusiness or made pursuant to a Related License Corporation Management Agreement, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (im) any issuances issuance of securities Equity Interests, or other payments, awards or grants in cash, securities securities, Equity Interests or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board Board of directors and (ii) any repurchases Directors of any issuancesdirect Parent Holding Company or the Borrower, awards as the case may be, (n) transactions with wholly owned Subsidiaries for the purchase or grants issued pursuant to clause (i)sale of goods, in each caseproducts, to the extent permitted by Section 8.6; (f) employment arrangements parts and services entered into in the ordinary course of business between business, (o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business, (p) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (q) and any employee thereof; agreements entered into in connection with any transaction permitted pursuant to Section 7.02(j)(iv) or Section 7.06(n)(i) or (gii). For purposes of this Section 7.08, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.08(b) any Restricted Payment permitted if (x) such Affiliate Transaction is approved by Section 8.6; a majority of Disinterested Directors or (hy) in the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Chicagoland Television News, LLC), Credit Agreement (Tribune Media Co)
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Restricted Subsidiary to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of businessbusiness at prices and on terms and conditions, other than on fair and reasonable terms substantially taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary as than those that would be obtainable by the Borrower or such Restricted Subsidiary at the time prevail in a comparable arm’s an arm’s-length transaction with a Person other than an Affiliateunrelated third parties, except (aii) transactions between or among Loan Parties; (b) transactions between or among the Borrower and the Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officersany Restricted Payment permitted by Section 7.03(h), directors and employees permitted under Section 8.7; (div) the payment of reasonable fees to and compensation to, and the providing of reasonable indemnities on behalf of, directors of the Borrower or any Restricted Subsidiary who are not employees and officers of the Borrower or any Restricted Subsidiary, as determined by the Board of Directors of the Borrower in good faith, (v) the Spin Transaction and compensationany agreements entered into pursuant thereto, (vi) the transactions described in Schedule 7.03(i), (vii) any reasonable or customary employment, consulting, service, severance, termination and other agreement, employee benefit arrangements paid toplan, compensation arrangement, indemnification arrangement, or any similar arrangement entered into by the Borrower or a Restricted Subsidiary with a current or former director, officer or employee of the Borrower or a Restricted Subsidiary and indemnities provided for the benefit ofpayments related thereto; or any issuance of securities, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsagreements and other compensation arrangements, options to purchase Capital Stock of the Borrower, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock options appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and stock ownership plans employees of the Borrower or a Restricted Subsidiary approved by the Board of Directors of the Borrower’s board , (viii) (x) reimbursement of directors employee travel and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into lodging costs and other business expenses incurred in the ordinary course of business between and (y) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of the Borrower or any that Restricted Subsidiary and any employee thereofSubsidiary, as the case may be; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (iix) pledges of Capital Stock equity interests of an Unrestricted Subsidiary Subsidiaries to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsSubsidiaries; and (lx) any transactions entered into as part of a Permitted RestructuringReceivables Financing on customary terms (as determined by the Borrower’s Board of Directors).
Appears in 2 contracts
Samples: Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries that are Loan Parties not Loan Parties; involving any other Affiliate, (c) any investment permitted by Section 6.04(c), (d) or (e), (d) any Indebtedness permitted under Section 6.01(e), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that (h) compensation and reimbursement of expenses of officers and directors of any payment Loan Party, including the issuance of Equity Interests of Holdings, in respect each case in the ordinary course of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) business, (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors and directors, (iij) any repurchases sale or disposition of inventory by any issuances, awards Borrower or grants issued pursuant any Restricted Subsidiary to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into wholly owned Foreign Subsidiaries in the ordinary course of business business, at a price not less than the cost of such inventory, (k) the entering into of a tax sharing agreement, or payments pursuant thereto, between Holdings and one or more Subsidiaries, on the Borrower one hand, and any other Person with which Holdings and such Subsidiaries are required to file a consolidated tax return or with which Holdings and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, (l) other than during the continuance of an Event of Default, the payment to the Sponsors of management, monitoring and consulting fees and expenses, not to exceed $5,000,000 in any four quarter period, (m) the payment of transaction fees and related expenses paid to the Sponsors in connection with acquisitions, dispositions, recapitalizations, refinancings and extraordinary transactions for such period, not to exceed (net of reimbursable expenses) 1% of the transaction value for any such transaction and (n) payments by Holdings or any Restricted Subsidiary of Holdings to any of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of Holdings in good faith and any employee thereof; (g) any are at prices and on terms and conditions not less favorable to Holdings or such Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of Subsidiary than could be obtained on an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringarm’s-length basis from unrelated third parties.
Appears in 2 contracts
Samples: Intercreditor Agreement (Interline Brands, Inc./De), Intercreditor Agreement (Interline Brands, Inc./De)
Transactions with Affiliates. Enter into Except as set forth on Schedule 6.07, and except for transactions by or among Loan Parties, sell or transfer any transaction property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) the Borrower or any kind with Subsidiary may engage in any Affiliate of the Borrower, whether or not foregoing transactions in the ordinary course of businessbusiness and on terms and conditions, other than on fair and reasonable terms substantially taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm's-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Partiesbasis from unrelated third parties; (b) the Loan Parties and the Foreign Subsidiaries may perform their respective obligations under, and engage in any transactions between contemplated by, the terms of the Tax Sharing Agreement in effect on the Closing Date, or among Restricted Subsidiaries any amendments thereto that are do not materially increase the Loan Parties' obligations thereunder; (c) loans the Borrower or advances to officersany Subsidiary may make any Restricted Payment permitted by Section 6.06(a)(i), directors and employees permitted under Section 8.7(iii) or (v); (d) the payment Borrower or any Subsidiary may make any investment permitted by paragraph (a), (c), (e), (h), (n), (p) or (q) of reasonable fees to directors of Section 6.04; (e) the Borrower or any Restricted Subsidiary who are not employees may engage in any transaction pursuant to which Mafco or any wholly owned subsidiary of Mafco will provide the Borrower and the Subsidiaries at their request and at the cost to Mafco or such wholly owned subsidiary with certain allocated services to be purchased from third party providers, such as legal and accounting services, insurance coverage and other services; (f) the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Subsidiary may engage in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)Transactions; (eg) (i) the Borrower and any issuances of securities or other payments, awards or grants Subsidiary may engage in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into transaction in the ordinary course of business between the Borrower or any Restricted a Subsidiary and any its own employee thereof; (g) any Restricted Payment permitted stock option plan that is approved by Section 8.6the Borrower or such Subsidiary in good faith; (h) the AcquisitionBorrower or any Subsidiary may engage in the transactions contemplated by the trademark license agreement and services agreements between Panavision International, L.P. and either Panavision Imaging, LLC or Panavision SVI, LLC relating to the design, manufacture or supply of digital imaging devices or technology; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiarymergers, consolidations, amalgamations, liquidations, dissolutions and Asset Sales permitted by Section 6.05; (j) the provision Borrower and/or any Subsidiary may engage in good faith in any transaction with any of Cash Collateral permitted under Section 8.3(aa) their respective Affiliates which provides for shared services and/or facilities arrangements that the Borrower determines to be in the best interests of the Borrower and payments the Subsidiaries taken as a whole and distributions of amounts therefrom; which provides cost savings and/or other operational efficiencies to the Borrower and the Subsidiaries, taken as a whole, and (k) the Borrower or any of its wholly owned subsidiaries may engage in transactions contemplated by with any Permitted Foreign Receivables Facility documents; wholly owned subsidiary of the Borrower that the Borrower determines to be in the best interests of the Borrower and (l) any Permitted Restructuringthe Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Panavision Inc), Credit Agreement (Panavision Inc)
Transactions with Affiliates. Enter Directly or indirectly, enter into or permit to exist any transaction or contract (including any purchase, sale, lease or exchange of property, the rendering of any kind service or the payment of any management, advisory or similar fees) with or for the benefit of any Affiliate of the Borrowerany Loan Party (each an “Affiliate Transaction”), whether except: (a) transactions between or among Holdings and its Restricted Subsidiaries not in the ordinary course of businessotherwise prohibited hereunder, other than (b) transactions that are on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower Holdings or such Restricted Subsidiary as would be obtainable by the Borrower Holdings or such Restricted Subsidiary at the time in a comparable arm’s length arm’s‑length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries from unrelated third parties that are not Loan Parties; Affiliates, (c) loans any Restricted Payment permitted by Section 8.05, (d) fees and compensation (including severance), benefits and incentive arrangements (including pursuant to stock option and other employee benefit plans) paid or advances to provided to, and any indemnity provided on behalf of, officers, directors and or employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of Holdings, the Borrower or any Subsidiary in the ordinary course of business, (e) the issuance or sale of any Capital Stock of Holdings (and the exercise of any options, warrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (f) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions to the extent permitted under Section 8.05(e), (g) [reserved], (h) Investments in the Borrower’s Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary who are not employees or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such Subsidiary or joint venture) to the extent otherwise permitted under Section 8.06, (i) transactions between the Borrower and any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings (or any Parent Company), the Borrower or any Restricted Subsidiary, and compensation(j) the issuance of Capital Stock by Holdings to the Sponsor or any of its Affiliates (other than to any Subsidiary of Holdings) or any Parent Company, employmentor to any director, termination officer, employee or consultant thereof, (k) advances for commissions, travel and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into similar purposes in the ordinary course of business to directors, officers and employees, (l) transactions otherwise permitted hereunder, (m) Intellectual Property licensing or sublicensing arrangements otherwise permitted hereunder, (n) payments to satisfy their obligations to pay taxes and other required amounts pursuant to any tax sharing agreements among the Loan Parties and their Subsidiaries to the extent such taxes and other required amounts are attributable to the ownership or operations of the Loan Parties and their Subsidiaries, provided that such taxes and amounts shall be determined by reference to applicable tax laws and on an arm’s length basis, (o) licenses or sublicenses of any trademarks, trade names and business systems or other Intellectual Property between the Borrower or any Restricted Subsidiary Loan Parties and any employee thereoftheir Affiliates in the ordinary course of business and consistent with the practices in place on the Original Closing Date (or, with respect to the Second Acquired Business, on the Restatement Effective Date); (gp) any Restricted Payment permitted by Section 8.6arrangements of the type or nature set forth on Schedule 8.08 so long as consistent with the business practices of the Borrower and its Subsidiaries as in place on the Original Closing Date (or, with respect to Subsidiaries acquired pursuant to the Restatement Effective Date Acquisition, on the Restatement Effective Date); (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kq) transactions contemplated by any Permitted Foreign Receivables Facility documentspursuant to provisions of the Loan Documents with the Sponsor and its Affiliates (including Affiliated Investment Funds) (in each case, in their respective capacities as Lenders); and (lr) any Permitted Restructuringtransactions between or among Holdings or its Restricted Subsidiaries, on the one hand, and Unrestricted Subsidiaries, on the other hand, where Holdings or the Restricted Subsidiary is receiving the more favorable terms.
Appears in 2 contracts
Samples: And Restatement Agreement (Infrastructure & Energy Alternatives, Inc.), Amendment and Restatement Agreement (Infrastructure & Energy Alternatives, Inc.)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) transactions that are on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary Loan Party as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliatefrom unrelated third parties that are not Affiliates, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are Holdings, the Company and any Subsidiary (other than an Unrestricted Subsidiary) not Loan Parties; involving any other Affiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any Indebtedness permitted under Section 8.7; 6.01 or Lien permitted under Section 6.02, (de) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower Holdings (or any Restricted Subsidiary who are not employees of direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings (or any Group Memberdirect or indirect parent thereof), each the Company or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ig) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ (or its direct or indirect parent company’s) or the BorrowerCompany’s board of directors and (ii) any repurchases of any issuancesdirectors, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionpayment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) pledges any contribution to the capital of Capital Stock Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of an Unrestricted Subsidiary to secure Indebtedness Equity Interests of such Unrestricted Subsidiary; Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the provision of Cash Collateral permitted under Section 8.3(aa) Transactions and, the RTD Transactions, and payments and distributions of amounts therefrom; the Hercules Transactions, (k) transactions contemplated payments by Holdings (and any Permitted Foreign Receivables Facility documents; direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any Permitted Restructuringamendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.
Appears in 2 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions, directors including the payment of fees and employees permitted under Section 8.7; expenses in connection with the consummation of the Transactions, (d) Investments by the Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x), (t), or (v) and Restricted Payments by the Borrower and the Subsidiaries to the extent permitted by Section 7.06, (e) entering into employment and severance arrangements between Holdings or any direct or indirect parent thereof, the Borrower and its Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees of Holdings or any direct or indirect parent thereof, the Borrower and its Restricted Subsidiaries, to the extent attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries, as determined in good faith by the board of directors or senior management of the relevant Person, (g) the payment of fees, expenses, indemnities or other payments pursuant to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth in Section 7.08 of the Confidential Disclosure Letter or any amendment thereto to the extent such an amendment is not materially disadvantageous to the Lenders, (h) [omitted], (i) the payment of (A)(1) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and is continuing or shall result therefrom, management, consulting, monitoring, advisory fees and other fees (including termination fees to the extent funded with proceeds from a Permitted Equity Issuance) pursuant to the Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees accrued in any prior year) and (2) indemnities and expenses to the Sponsors pursuant to the Management Agreement, and (B) customary compensation to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees (including in connection with acquisitions and Dispositions which are not set forth in the Management Agreement), in each case under this clause (B) approved by a majority of the disinterested members of the board of directors of the Borrower, in good faith, (j) employment and severance arrangements between the Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (k) investments by the Investors and Permitted Holders in securities of the Borrower or any of its Restricted Subsidiary who are not employees Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of the Borrower proposed or any Restricted Subsidiaryoutstanding issue amount of such class of securities, (l) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (k) above or were acquired from third parties, (m) payments to or from, and compensationtransactions with, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Joint Ventures in the ordinary course of business, provided that (n) payments by Holdings (and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(tdirect or indirect parent thereof); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options Borrower and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued its Restricted Subsidiaries pursuant to clause tax sharing agreements among Holdings (iand any such parent thereof), the Borrower and its Restricted Subsidiaries that comply with Section 7.06(e)(i), (o) transactions with customers, clients, suppliers, franchisees, joint venture partners or purchasers or sellers of goods or services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or any Restricted Subsidiary the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, (p) transactions between or among Borrower, and/or one or more Subsidiaries and any employee thereof; an Affiliated Organization to the extent otherwise permitted under this Article 7, (gq) Refranchising Transactions in the ordinary course of business and (r) any Restricted Payment permitted contribution by Section 8.6; (h) Holdings to the Acquisition; (i) pledges capital of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Dunkin' Brands Group, Inc.), Credit Agreement (Dunkin' Brands Group, Inc.)
Transactions with Affiliates. Enter Borrower shall not, directly or indirectly, enter into any transaction with aggregate consideration in excess of $50,000,000 (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of Borrower on terms that are materially less favorable in the aggregate to Borrower than Borrower would obtain in a comparable agreement with independent parties acting at arm’s length; provided that, the foregoing restriction shall not apply to (a) any indemnity provided to and any reasonable and customary fees paid to members of the board of directors of Borrower; (b) (i) compensation, whether or not benefits and indemnification arrangements for officers and other employees of Borrower entered into in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iii) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity-based plans and the granting and stockholder rights of registration rights approved by the Borrower’s board of directors of Borrower; (c) transactions in effect on the Closing Date that are permitted under the Existing Credit Agreement, including amendments and extensions thereto entered into in accordance with this Section 6.7 (iiit being understood that the aggregate consideration payable in connection with any amendment or extension shall be determined based on the remaining term of the applicable transaction as amended or extended); (d) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent Subordinated Indebtedness permitted by Section 8.66.1(m) (Indebtedness); (f) employment arrangements entered the entering into in the ordinary course of business between the Borrower any tax sharing agreement or any Restricted Subsidiary and any employee thereofsimilar arrangement; or (g) any Restricted Payment permitted by transaction between Borrower and a wholly owned Subsidiary of Borrower, so long as Borrower has determined in good faith that such transaction is in its commercial interest. For purposes of this Section 8.6; (h) the Acquisition; 6.7, for so long as (i) pledges Borrower retains, directly or indirectly, ownership of Capital Stock 100% of an Unrestricted Subsidiary to secure Indebtedness the CQP IDRs, (ii) Borrower, directly or indirectly, holds and controls legally and beneficially on a fully diluted basis at least 80% of such Unrestricted Subsidiary; the economic and voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQH, (jiii) Borrower, directly or indirectly, owns and controls legally and beneficially on a fully diluted basis 100% of the provision voting rights associated with ownership of Cash Collateral permitted under Section 8.3(aa) all outstanding Equity Interests of all classes of Equity Interests of CQP GP (and payments and distributions CQP GP remains the general partner of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; CQP), and (liv) CQH does not dispose of any Permitted Restructuringof the limited partnership interests of CQP held by CQH on the Closing Date, CQP and CQH shall be considered wholly owned Subsidiaries of Borrower.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy, Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate None of the BorrowerBorrowers will, whether nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $5,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the applicable Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dincluding, for the avoidance of doubt, Section 6.05(b)) (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group Member, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s Borrowers’ board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvi) employment and severance arrangements entered into in the ordinary course of business between the any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges a Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Borrower and the Subsidiary Loan Parties; Parties (b) transactions or, in the case of intellectual property licenses, between or among Restricted Subsidiaries that are the Borrower and the Subsidiaries) not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.08, (hix) transactions with the Acquisition; NASD of the type described on Schedule 6.09, (ix) pledges any issuance of Capital Stock common stock of an Unrestricted Subsidiary the Borrower to secure Indebtedness any holder of Convertible Notes upon conversion of such Unrestricted Subsidiary; holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (jxi) any transfer or surrender for any value (including nil value) to LSE of any losses which arise for UK tax purposes in the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; Tranche C Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (lxii) any Permitted Restructuringpayments in respect of certain tax sharing arrangements under the VAB Transaction Agreement as in effect on December 8, 2005 (as such agreement may be amended or modified from time to time in a manner not materially adverse to the interests of the Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Nasdaq Stock Market Inc), Credit Agreement (Nasdaq Stock Market Inc)
Transactions with Affiliates. Enter into (a) Neither Holdings nor the Borrower will, nor will they permit any transaction Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Subsidiaries or between two or more Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) any contribution to the capital of Holdings by the Permitted Holders or any purchase of Equity Interests in Holdings by the Permitted Holders not prohibited by this Agreement, (v) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors (including, without limitation, in connection with the Effective Date Dividend) and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.
Appears in 2 contracts
Samples: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Transactions with Affiliates. Enter into or permit to exist any transaction or series of any kind transactions with any Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) transactions between or among the Borrower and any of its Subsidiaries (or between any such Subsidiaries) expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) transaction (i) among Loan Parties or (ii) among Subsidiaries of the Borrower that are not Loan Parties, (e) normal and reasonable compensation and reimbursement of expenses and indemnification arrangements and benefit plans for current or former officers and directors (or persons in similar positions), (f) the issuance of Equity Interests (i) by Wyoming to the Borrower or any Loan Party and (ii) by the Borrower to Chemical and its Subsidiaries of which 100% of the Equity Interests thereof are owned, directly or indirectly, by Chemical, (g) the making of capital contributions by Enterprises or any of its Affiliates to the Borrower or any of its Subsidiaries, (h) the Omnibus Agreement (substantially in the form provided to the Administrative Agent and the Lenders on the Closing Date, with such amendments, modifications or changes thereto that are not materially adverse to the Lenders) to be entered into by Enterprises, Resource Partners and the Borrower, whether (i) the pledging of Equity Interests pursuant to Loan Documents (or not related security documents), (j) a registration rights agreement in favor of Chemical and/or any of its Subsidiaries in respect of the Equity Interests in the Borrower, (k) the transfer of employees to Wyoming, (l) the license of trade or business names or marks in the ordinary course of businessbusiness to or from any Borrower and Subsidiary thereof or to any Affiliate thereof and (m) except as otherwise specifically limited in this Agreement, other than transactions which are on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary Person as would be obtainable by the Borrower or such Restricted Subsidiary at the time it in a comparable arm’s length arms‑length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 2 contracts
Samples: Credit Agreement (Ciner Resources LP), Credit Agreement (Ciner Resources LP)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions Parties or between or among Restricted Subsidiaries Group Members that are not Loan Parties; (cb) loans or advances to officers, directors and employees permitted under Section 8.78.7(d); (dc) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group MemberSubsidiary, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (ed) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fe) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gf) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (lg) any Permitted Restructuringconsummate the Actel Acquisition and the Zarlink Acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
Transactions with Affiliates. Enter into Except for transactions between or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, unless such transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on is (a) otherwise permitted under this Agreement and (b) upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than that is not an Affiliate, except that the following shall be permitted: (ai) transactions between any Indebtedness among the Borrower or among Loan Parties; (b) transactions between or among Restricted any of its Subsidiaries that are not Loan Parties; (c) loans or advances may be incurred to officers, directors and employees the extent permitted under Section 8.76.01, and Investments may be made to the extent permitted under Section 6.04; (dii) customary fees for director and officer insurance, travel expenses and indemnities may be paid to directors, managers or consultants of any Loan Party; (iii) any transaction among the payment Borrower and its Subsidiaries expressly permitted under this Agreement; (iv) directors’, officers’ and employee compensation (including bonuses and other compensation) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of reasonable fees to directors Directors of the Borrower or any Restricted the relevant Subsidiary or no less favorable to the Borrower or the relevant Subsidiary, as the case may be, than what would have been obtained at the relevant time from Persons who are not employees a Affiliates; (v) commercially reasonable and fair allocation of costs among the Parent and its Subsidiaries (including the Borrower and its Subsidiaries), including corporate overhead costs; (vi) Permitted Tax Distributions as permitted pursuant to Section 6.06(a)(v), (vii) distributions and/or sales, liquidations, leases or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees Dispositions of any Group MemberAdditional Excluded Assets, each in (viii) payments made under the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors Administrative Services Agreement and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kix) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdescribed on Schedule 6.07 annexed hereto.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except ; provided that the foregoing restriction shall not apply to (ai) transactions between or among the Loan Parties; (b) Parties and transactions between or among wholly-owned Restricted Subsidiaries that are not Loan Parties; , (cii) loans or advances transactions pursuant to officersthe Material Contracts as in effect on the date of this Agreement or, directors and employees if applicable, to the extent modified as permitted under this Agreement, (iii) Investments permitted under Section 8.7; 7.03, (div) any Restricted Payments permitted under Section 7.06, (v) the provision of administrative and management services (including accounting and treasury services) to or for Alliant Arizona by any Loan Party, (vi) the payment of reasonable fees fees, expenses, indemnities or other payments to directors the GP in connection with reimbursable general corporate and overhead expenses of the Borrower or any and its Restricted Subsidiary who are not employees of Subsidiaries and the Borrower or any Restricted Subsidiaryoperation, and compensation, employment, termination management and other employee benefit arrangements paid toservices rendered to Borrower and its Restricted Subsidiaries, and indemnities provided for in each case pursuant to the benefit ofPartnership Agreement, directors(vii) any issuance, officers grant or employees award of stock, options, other equity related interests or other equity securities to any Group Membersuch employees, officers, directors or consultants, in each case in the ordinary course of business, provided that any (viii) the payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances reasonable directors’ fees, expenses and indemnities to directors of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) , any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into Restricted Subsidiary in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; business, (g) any Restricted Payment permitted by Section 8.6; (hix) the Acquisition; execution, delivery and performance (ias applicable) pledges of Capital Stock the Transactions, (x) engaging in any transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of an Unrestricted Subsidiary to secure Indebtedness the Board of such Unrestricted Subsidiary; Directors of the GP and (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kxi) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringlisted on Schedule 7.08.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (JP Energy Partners LP)
Transactions with Affiliates. Enter The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or 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, whether or not in the ordinary course of business, other than on fair (i) transactions with Project Finance Subsidiaries, as permitted by Section 9.7(b)(ii) and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among the Company and one or more Subsidiaries, or any subset thereof, to the extent permitted under Sections 10.2, 10.6, 10.7, 10.10 and 10.14, (ii) Leases with Qualified Lessees and transactions relating thereto, (iii) any Qualified Lessee Affiliate Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees any Indebtedness permitted under Section 8.7; 10.6(d)(ii), (div) the payment of customary fees and reasonable fees to directors out of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit of, directors, officers or and employees of any Group Member, each the Company and its Subsidiaries in the ordinary course of business, (v) Investments permitted pursuant to Section 10.7, (vi) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden Spread Project on or prior to the Golden Spread Project Transfer, (vii) ROFO Transfers, and (viii) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any payment in respect transaction will be deemed to meet the requirements of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); this clause (eviii) if, (ix) any issuances of securities or other paymentsprior to a Qualifying IPO, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans such transaction is on terms approved by the Borrower’s holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors and (iior comparable governing body) any repurchases of InfraREIT or an Affiliate thereof who are “independent”(as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock is listed for trading), or a majority of the “independent” members of a committee of any issuances, awards such board of directors (or grants issued pursuant to clause (icomparable governing body), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 2 contracts
Samples: Note Purchase Agreement (InfraREIT, Inc.), Lease Agreement (InfraREIT, Inc.)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) transactions that are on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary Loan Party as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliatefrom unrelated third parties that are not Affiliates, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are Holdings, the Company and any Subsidiary (other than an Unrestricted Subsidiary) not Loan Parties; involving any other Affiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any Indebtedness permitted under Section 8.7; 6.01 or Lien permitted under Section 6.02, (de) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower Holdings (or any Restricted Subsidiary who are not employees of direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings (or any Group Memberdirect or indirect parent thereof), each the Company or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ig) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ (or its direct or indirect parent company’s) or the BorrowerCompany’s board of directors and (ii) any repurchases of any issuancesdirectors, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionpayment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) pledges any contribution to the capital of Capital Stock Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of an Unrestricted Subsidiary to secure Indebtedness Equity Interests of such Unrestricted Subsidiary; Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; Transactions, (k) transactions contemplated payments by Holdings (and any Permitted Foreign Receivables Facility documents; direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any Permitted Restructuringamendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.
Appears in 2 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to transactions as follows: (ai) transactions between or among Loan Partiesthe Borrower and any Guarantor or between and among any Guarantors; (bii) any Restricted Payment permitted by Section 7.06; (iii) Investments permitted under Section 7.02(d); (iv) loans and advances permitted under Section 7.02(c) and Guarantees permitted under Section 7.02(f); (v) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business with its employees, officers and directors; (vi) the performance of any agreement set forth under Schedule 7.08 and as in effect on the date hereof or as otherwise in a form as provided on such Schedule; (vii) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower or any Restricted Subsidiary in their capacity as such, to the extent such fees and compensation are customary and (viii) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who which are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringGuarantors.
Appears in 2 contracts
Samples: Assignment and Assumption (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc)
Transactions with Affiliates. Enter into Neither Holdings nor any transaction Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of €25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the such Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between Holdings, a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the Holdings, any Borrower or any Restricted Subsidiary who are not employees of the Holdings, any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Swiss Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6directors; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Holdings, any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Swiss Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsdirectors; and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.
Appears in 2 contracts
Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)
Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Borrower and the Subsidiary Loan Parties; Parties (b) transactions or, in the case of intellectual property licenses, between or among Restricted Subsidiaries that are the Borrower and the Subsidiaries) not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.08, (hix) transactions with the Acquisition; NASD of the type described on Schedule 6.09, (ix) pledges any issuance of Capital Stock common stock of an Unrestricted Subsidiary the Borrower to secure Indebtedness any holder of Convertible Notes upon conversion of such Unrestricted Subsidiary; holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (jxi) any transfer or surrender for any value (including nil value) to LSE of any losses which arise for UK tax purposes in the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (lxii) any Permitted Restructuringpayments in respect of certain tax sharing arrangements under VAB Transaction Agreement as in effect on December 8, 2005 (as such agreement may be amended or modified from time to time in a manner not materially adverse to the interests of the Lenders).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Nasdaq Stock Market Inc), Term Loan Credit Agreement (Nasdaq Stock Market Inc)
Transactions with Affiliates. Enter into Except for transactions between or among Loan Parties, sell or transfer any transaction property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) that Holdings or any kind with Restricted Subsidiary may (i) engage in any of the foregoing transactions upon terms no less favorable to Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and (ii) in the case of a Restricted Subsidiary that is a Loan Party, make an Investment in any Affiliate that provides services to any Borrower or its Restricted Subsidiaries; provided that (x) such Investment is made pursuant to Section 6.04(g) and is permitted thereby, and (y) the board of directors of Holdings determines that such Investment is in the Borrowerbest interests of Holdings and the Restricted Subsidiaries, whether or not (b) Restricted Payments permitted by Section 6.06(a), (c) the indemnification of, and the payment of reasonable and customary fees and indemnities to, directors, officers and employees of Holdings and the Restricted Subsidiaries in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable (d) Investments permitted by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; clause (b), (d), (q) transactions between or among Restricted Subsidiaries that are not Loan Parties; (cr) loans or advances to officers, directors of Section 6.04 and employees transfers permitted under Section 8.7; 6.05 of work-in-process and products in the ordinary course of business among Holdings and its Subsidiaries in connection with the digital development of Intellectual Property owned by the Loan Parties, (de) the payment of reasonable fees to directors of the Borrower any employment agreement entered into by Holdings or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into by Holdings or any Restricted Subsidiary in the ordinary course of business between and approved by the board of directors of Holdings or HMHP, (g) the existence of, or the performance by Holdings, any Borrower or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent with the stockholders of Holdings or any direct or indirect parent of a Borrower (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter, (h) the transactions contemplated by the Approved Plan of Reorganization, (i) payments by Holdings, any Borrower or any Restricted Subsidiary and to an Affiliate for any employee thereof; financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the board of directors of Holdings in good faith, (gj) transactions with respect to which Holdings, the Borrowers or any Restricted Payment permitted Subsidiary, as the case may be, delivers a letter from an Independent Financial Advisor addressed to the Lenders and the Administrative Agent stating that such transaction is fair to Holdings, the Borrowers or such Restricted Subsidiary from a financial point of view, (k) investments by Section 8.6; Affiliates in securities or Indebtedness of Holdings or any Restricted Subsidiary (hand payment of reasonable out-of-pocket expenses incurred by such Investors or their Affiliates in connection therewith) the Acquisition; so long as (i) pledges the investment is being offered generally to other investors on the same or more favorable terms and (ii) the aggregate investment by Affiliates constitutes less than 50% of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness the proposed or outstanding issue amount of such Unrestricted Subsidiaryclass of securities or Indebtedness; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringtransaction with an Affiliate in which the consideration paid by Holdings, the Borrowers or any Restricted Subsidiary consists only of Equity Interests of Holdings or any direct or indirect parent company of Holdings, and (m) any merger, consolidation or reorganization of Holdings with an Affiliate of Holdings not materially adverse to the interests of the Lenders and solely for the purpose of (i) reorganizing to facilitate an initial public offering of securities of Holdings or a direct or indirect parent of Holdings, (ii) forming or collapsing a holding company structure or (iii) reincorporating Holdings in a new jurisdiction.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (HMH Holdings (Delaware), Inc.), Credit Agreement (HMH Holdings (Delaware), Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersany transaction among a Securitization Subsidiary and a Foreign Subsidiary effected as part of a Permitted Receivables Financing, directors and employees permitted under Section 8.7; (d) customary fees and indemnities may be paid to any directors, officers, employees or managers of the payment Borrower and the Restricted Subsidiaries and reasonable out-of-pocket costs of reasonable fees to directors of such Persons may be reimbursed, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any Restricted Subsidiary who are not thereof and their respective directors, officers, employees or managers (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors (or other similar governing body) of the Borrower or any Restricted Subsidiary, (f) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (g) Investments permitted under Section 7.02, (h) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (i) transactions between the Borrower or any of the Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or such Restricted Subsidiary; provided, however, that such director abstains from voting as a director of the Borrower or such Restricted Subsidiary on any matter involving such other Person, (j) loans, guarantees and other employee benefit arrangements paid totransactions by the Borrower and the Restricted Subsidiaries to the extent permitted under Article VII (excluding any other provisions generally permitting transactions permitted by this Section 7.08), (k) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and indemnities provided that is independent of the Borrower and their Affiliates stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 7.08, (l) transactions with wholly owned Subsidiaries for the benefit ofpurchase or sale of goods, directorsproducts, officers or employees of any Group Member, each parts and services entered into in the ordinary course of business, provided that any payment in respect (m) transactions with joint ventures for the purchase or sale of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other paymentsgoods, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options equipment and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements services entered into in the ordinary course of business between business, (n) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any employee thereof; of its Subsidiaries, so long as such transaction is with all holders of such class (gand there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally, and (o) any Restricted Payment permitted other transaction with an Affiliate, which is approved by Section 8.6; a majority of disinterested members of the board of directors (hor equivalent governing body) of the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringBorrower in good faith.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)
Transactions with Affiliates. Enter into The Parent will not, and will not permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or not in the ordinary course greater of business, other than on fair $30,000,000 and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, 2.5% of Consolidated EBITDA except (a) transactions between at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or among Loan Partiessuch Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that are becomes a Restricted Subsidiary as a result of such transaction) not Loan Partiesinvolving any other Affiliate; (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.76.04; (d) payroll, travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower Parent or any Restricted Subsidiary, ; (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Parent or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)other transaction permitted hereunder; (e) (ig) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans plans; (h) any payments to any Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors and of the Parent in good faith; (iij) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted Restricted Payment and payments on Indebtedness not prohibited by Section 8.66.08; (fk) employment arrangements entered into [Reserved]; (l) transactions between and among the Parent and its Subsidiaries which are in the ordinary course of business and transactions between Parent and its direct or indirect shareholders in the Borrower ordinary course of business with respect to the Equity Interests in the Parent, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (q) transactions set forth on Schedule 6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Parent or any Restricted Subsidiary and any employee thereofAffiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (gw) loans and advances to any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Parent Entity permitted under Section 8.3(aa6.4(ff) and payments and distributions of amounts therefrom; (kx) transactions contemplated by in which the Parent or any Permitted Foreign Receivables Facility documents; and Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (la) any Permitted Restructuring.of this Section 6.09. 176
Appears in 2 contracts
Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Transactions with Affiliates. Enter into 138 . Capri Holdings will not, and will not permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) at prices and on financial terms and conditions (in the aggregate, taking into account all of Capri Holdings’ and its Subsidiaries’ transactions between with, and the benefits to Capri Holdings and its Subsidiaries derived from Capri Holdings’ and its Subsidiaries’ Investment in, such Affiliate) not less favorable to Capri Holdings or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Capri Holdings and its Subsidiaries (or any Person that are becomes a Subsidiary as a result of such transaction) not Loan Parties; involving any other Affiliate, (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.66.06; (hd) the Acquisitionany Investment permitted by Section 6.04; (ie) pledges fees and compensation paid (including through the issuance of Capital Stock Equity Interests in Capri Holdings or any direct or indirect parent thereof) and benefits provided to, and customary indemnity and reimbursement provided on behalf of, officers, directors, employees, agents or consultants of an Unrestricted Subsidiary to secure Indebtedness Capri Holdings or any of such Unrestricted Subsidiaryits Subsidiaries; (jf) employment and severance arrangements entered into by Capri Holdings or any of its Subsidiaries in the provision ordinary course of Cash Collateral permitted business and transactions pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan; provided that any payments made under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentssuch agreements or plans are made in compliance with this Agreement; and (lg) any Permitted Restructuringagreement, instrument or arrangement as in effect on the Effective Date and set forth on Schedule 6.06, and any amendment, supplement or other modification thereto, so long as any such amendment, supplement or modification is not adverse to the Lenders in any material respect as compared to the terms of the applicable agreement, instrument or arrangement as in effect on the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)
Transactions with Affiliates. Enter Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of the BorrowerBorrower or such Restricted Subsidiary on terms that are less favorable to the Borrower or such Restricted Subsidiary, whether as the case may be, than those that would prevail in an arm’s-length transaction with unrelated third parties; provided that the foregoing restriction shall not apply to (a) transactions between or among the Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary as a result of such transaction, not involving any other Affiliate, including any such transactions permitted under Section 6.6(v), (b) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any of the Restrictive Subsidiaries and their respective future, current or former officers, directors and employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with future, current or former officers, directors and employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business, other than on fair (f) payment of customary fees and reasonable terms substantially as favorable indemnities to the Borrower and reimbursement of out-of-pocket costs and expenses of any future, current or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to former officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any and the Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Subsidiaries entered into in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment loans and advances permitted by under Section 8.6; 6.6(i) or 6.6(j) and (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringset forth on Schedule 6.10.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted the Borrower and its Subsidiaries that are or between or among Subsidiaries not Loan Parties; involving any other Affiliate, (c) any investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(f), (dg) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuancesdirectors, awards or grants issued pursuant to clause (i), in each case, to the extent ) transactions permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; 6.03, (j) transactions involving the provision sale of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; Borrower’s Equity Interests or bridge financings, (k) transactions contemplated the performance by any Permitted Foreign Receivables Facility documentsthe Borrower of its obligations under the Amended and Restated Investor Rights Agreement, dated as of June 19, 2018, among the Borrower and the investors listed on Exhibit A thereto, the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 19, 2018, among the Borrower and the persons and entities listed on Exhibit A thereto, and the Amended and Restated Voting Agreement, dated as of June 19, 2018, among the Borrower and the stockholders listed on Exhibit A thereto, each as amended, restated, amended and restated, modified, or supplemented and in effect from time to time; (l) the performance by the Borrower and its Subsidiaries of their obligations under the Roblox China JV Agreements; and (lm) any Permitted Restructuringother transactions entered into at a time when Section 6.12 is satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Roblox Corp), Credit Agreement (Roblox Corp)
Transactions with Affiliates. Enter Directly or indirectly, enter into any transaction or series of any kind with any Affiliate of the Borrowertransactions, whether or not in the ordinary course Ordinary Course of businessBusiness, other with any officer, director, shareholder or Affiliate, except (i) transactions on an arm’s-length basis on terms and conditions no less favorable than on fair terms and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as conditions which would be have been obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with from a Person other than an officer, director, shareholder or Affiliate; (ii) the Contribution Transactions, except the Offering Transactions and any transaction pursuant to the Distribution Contracts; (aiii) transactions solely between or among Loan Partiesany Borrower and any Subsidiary of any Borrower; (biv) transactions between or among Restricted Subsidiaries that are not Loan Partiesthe repayment of the Affiliate Loans including any principal, interest and fees due as a result of such repayment; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gv) any Restricted Payment permitted by Section 8.67.7; (hvi) any employment compensation agreement, deferred compensation plans, employee benefits plan, equity incentive or equity-based plans, profits interests, officer, supervisor and director indemnification agreements or insurance, stay bonuses, severance or similar agreements and arrangements, in the Ordinary Course of Business, (vii) reasonable and customary director, officer, supervisor and employee fees and compensation and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, (viii) prior to the IPO, any transaction approved by the Board of Directors of the General Partner of GPM which is in compliance with the Key Bank Documents and the Partnership Agreement, shall be deemed, for purposes of this Agreement, to be on terms and conditions substantially as favorable as would be obtainable on a comparable arm’s-length transaction with a person other than an officer, director, shareholder or Affiliate of the Borrowers and their respective Subsidiaries, (ix) following the IPO, any transaction approved by the Conflicts Committee of the Board of Directors of the General Partner of GPM, which Conflicts Committee shall consist exclusively of directors considered “independent” of the Borrowers and their Affiliates in accordance with the criteria set forth in Section 303A of the New York Stock Exchange Manual (and such Conflicts Committee will be comprised of at least two (2) “independent” directors (or such greater number required by the New York Stock Exchange) the Acquisition; “Conflicts Committee), shall be deemed, for purposes of this Agreement, to be on terms and conditions substantially as favorable as would be obtainable on a comparable arm’s-length transaction with a person other than an officer, director, shareholder or Affiliate of the Borrowers and their respective Subsidiaries, (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (jx) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; IPO, and (lxi) any Permitted Restructuringthe transactions expressly described in the Omnibus Agreement, provided that notwithstanding anything to the contrary in the Omnibus Agreement the Administrative Fee (as defined there on the date hereof) shall not be increased to an amount in excess of $1,500,000 without the prior written consent of Required Lenders.
Appears in 2 contracts
Samples: Security Agreement (GPM Petroleum LP), Security Agreement (ARKO Corp.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings or the BorrowerBorrowers, whether or not in the ordinary course of business, other than (a) transactions between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction or between or among Non-Loan Parties, including entities that become Restricted Subsidiaries as a result of such transaction, (b) transactions on fair and reasonable terms substantially as not materially less favorable to the Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the issuance of Equity Interests to any officer, director, employee or advances consultant of Holdings, the Borrowers or any of their respective Subsidiaries or any direct or indirect parent of Holdings or the Borrowers in connection with any Transaction, (d) [reserved], (e) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings, the Borrowers or any of their respective Restricted Subsidiaries to officersany Permitted Holder or to any director, directors and employees officer, employee or consultant of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, or as otherwise permitted under Section 8.7; 7.06, (df) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination loans and other employee benefit arrangements paid totransactions by Holdings, the Borrowers and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, Subsidiaries to the extent permitted by Section 8.6; under this Article VII, (fg) employment and severance arrangements entered into between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between the Borrower or any Restricted Subsidiary and any transactions pursuant to stock option plans and employee thereof; (g) any Restricted Payment permitted by Section 8.6; benefit plans and arrangements, (h) payments by Holdings, the Acquisition; Borrowers (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrowers (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (i) pledges the payment of Capital Stock customary fees and reasonable out of an Unrestricted Subsidiary pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of Holdings, the Borrowers and the Restricted Subsidiaries or any direct or indirect parent of Holdings and the Borrowers in the ordinary course of business to secure Indebtedness the extent attributable to the ownership or operation of such Unrestricted Subsidiary; Holdings, the Borrowers and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the provision of Cash Collateral Fourth Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings, the Lead Borrower or the entity making such payment in good faith, (m) the existence of, or the performance by any of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Fourth Restatement Effective Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Holdings, the Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Fourth Restatement Effective Date shall be permitted by this clause (m) only to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole, and (n) the transactions comprising Permitted RestructuringReceivables Financings.
Appears in 2 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Americas Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Americas Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan PartiesParties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among Restricted Subsidiaries the Parent or any Subsidiary or any entity that are not Loan Partiesbecomes a Subsidiary as a result of such transaction; (c) loans equity issuances, repurchases, retirements or advances to officers, directors and employees other acquisitions or retirements of Equity Interests by the Parent permitted under Section 8.77.06; (d) the transactions occurring on the Closing Date and the payment of fees and expenses related thereto; (e) the issuance of Equity Interests to any officer, director, employee or consultant of the Parent or any of its Subsidiaries; (f) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)its Subsidiaries; (e) (ih) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by of the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower Parent or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionof its Subsidiaries; (i) pledges of Capital Stock of an Unrestricted Subsidiary any transfers by or among any Affiliates to secure Indebtedness of such Unrestricted Subsidiary; pay tax liabilities, or (j) transactions pursuant to and in connection with the provision Term Loan Documents (including the issuance of Cash Collateral permitted under Section 8.3(aa) warrants in connection therewith and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAmendment/Refinancing thereof).
Appears in 2 contracts
Samples: Joinder Agreement (Quiksilver Inc), Joinder Agreement (Quiksilver Inc)
Transactions with Affiliates. Enter into any transaction transaction, including any purchase, sale, lease or exchange of property, the rendering of any kind service or the payment of any management, advisory or similar fees, with any Affiliate Affiliate, except: (a) arrangements in respect of the Borrowershared services, whether joint procurement, corporate expense allocation, information technology licensing or not in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Partiesbasis from unrelated third parties; (b) transactions between or among Restricted (i) the Borrower and any Non-Qualified Asset Subsidiaries that are so long as such transaction, as of the date such transaction is consummated, would not Loan Partieshave or would not reasonably be expected to have a Material Adverse Effect on the Borrower and the Qualified Asset Guarantors (taken as a whole), (ii) the Borrower and any Qualified Asset Guarantors or (iii) Non-Qualified Asset Subsidiaries, in each case not involving any other Affiliate; (c) loans or advances to officers, directors the consummation of the Transactions and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted SubsidiaryTransaction Costs, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; this Agreement (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) including with respect to any Restricted Payment permitted by Section 8.69.5); (d) as set forth on Schedule 9.6 or any amendment thereto to the extent such amendment is not adverse, taken as a whole, to the Lenders in any material respect; (e) if approved by the governing body of such Person in accordance with applicable law, any indemnity provided for the benefit of directors of such Person; (f) the payment of fees, expenses, compensation or employee benefit arrangements to managers, consultants, employees, officers and outside directors of such Person; (g) transactions between or among Group Members contemplated by any CMBS Financing; and (h) transactions that are made on terms substantially as favorable to the Acquisition; (i) pledges of Capital Stock of Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.
Appears in 2 contracts
Samples: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
Transactions with Affiliates. Enter into No Credit Agreement Party will, nor will it permit any transaction of its Subsidiaries to (nor will it apply to the Bankruptcy Court or the Canadian Court for authority to), sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (subject to the Borrower, whether or not Initial Order) (a) transactions that (i) are in the ordinary course of business, other than business and (ii) are at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower such Credit Agreement Party or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are (x) the U.S. Borrower and the other Credit Parties not Loan Parties; involving any other Affiliate, (y) the Canadian Borrower and the other Canadian Credit Parties not involving any other Affiliate or (z) the Credit Parties not involving any other Affiliate, so long as the aggregate transaction value (as determined in good faith by the U.S. Borrower) for all such transactions described in this clause (z) does not exceed U.S.$1,000,000, (c) loans any investment or advances to officersGuarantee permitted by Sections 10.04(d), directors and employees 10.04(e), 10.04(f), 10.04(j) or 10.04(o), (d) any Indebtedness permitted under Section 8.7; 10.01(a)(v), Section 10.01(a)(vi) or Section 10.01(a)(viii), (de) any Restricted Payment permitted by Section 10.08, (f) any contribution to the capital of Holdings by any Permitted Holder or any purchase of Equity Interests of Holdings by any Permitted Holder, (g) the payment of reasonable fees to directors of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries who are not employees of the Borrower Holdings or any Restricted Subsidiaryof its Subsidiaries, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, employees and consultants of Holdings or employees any of any Group Member, each its Subsidiaries in the ordinary course of business, provided that (h) any payment in respect of an Unrestricted Subsidiary shall count as an Investment under transactions permitted by Section 8.7(t10.05(g); (e) , and (i) any issuances of securities transactions in existence on the Effective Date or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i)agreements in existence on the Effective Date and, in each case, set forth on Schedule 10.09 or any amendment thereto to the extent permitted by Section 8.6; (f) employment arrangements entered into such amendment is not adverse to the Lenders in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringmaterial respect.
Appears in 2 contracts
Samples: Possession Credit Agreement (Cooper-Standard Holdings Inc.), Possession Credit Agreement (Cooper-Standard Holdings Inc.)
Transactions with Affiliates. Enter The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any Affiliate or with any director, officer or employee of any Credit Party, except (a) as set forth on SCHEDULE 5.8, (b) transactions in the ordinary course of and pursuant to the reasonable requirements of the Borrowerbusiness of any such Credit Party or any of its Subsidiaries and upon fair and reasonable terms which (except in the case of transactions among Domestic Credit Parties) are fully disclosed to Agent and are no less favorable to any such Credit Party or any of its Subsidiaries than would be obtained in a comparable arm's length transaction with a Person that is not an Affiliate, whether (c) payment of reasonable compensation to officers and employees for services actually rendered to any such Credit Party or any of its Subsidiaries; (d) payment of director's fees not to exceed $500,000 in the aggregate for any Fiscal Year of Holdings; (e) loans to employees permitted in SECTION 5.3, (f) Restricted Payments permitted in SECTION 5.5 and the agreements pursuant to which such Restricted Payments are required to be made, (g) reimbursement of employee travel and lodging costs incurred in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (dh) the payment of reasonable fees to directors guaranty of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted SubsidiaryObligations by Credit Parties, and compensation(i) employment agreements, employment, termination equity incentive agreements and other employee benefit and management arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between which are fully disclosed to the Borrower or any Restricted Subsidiary Agent and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision guaranty of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthe First Lien Loan Obligations.
Appears in 2 contracts
Samples: Credit Agreement (RadNet, Inc.), Credit Agreement (Primedex Health Systems Inc)
Transactions with Affiliates. Enter into Except for transactions by or among Loan Parties and except for any transaction (or series of related transactions) involving aggregate consideration of less than $5,000,000, no Group Member will sell or transfer any kind with property or assets to, or purchase or acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) any Group Member may engage in any of the Borrowerforegoing transactions with an Affiliate at prices and on terms and conditions not less favorable to either such Group Member than could be obtained on an arm’s-length basis from unrelated third parties, whether (b) Restricted Payments may be made to the extent provided in Section 6.07, (c) [reserved], (d) Group Members may pay (directly or not through Holdings) reasonable fees and out-of-pocket costs to directors of Holdco (or any direct or indirect parent thereof), and compensation and employee benefits to (and indemnities provided for the benefit of) directors, officers or employees of Holdco (or any direct or indirect parent thereof), in each case in the ordinary course of business, (e) Holdco and its Subsidiaries may enter into, and may make payments (directly or through Holdings) under, employment agreements, employee benefits plans, stock option plans, management incentive plans, indemnification provisions, severance arrangements, and other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction similar compensatory arrangements with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors employees and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower Holdco (directly or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, through Holdings) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each its Subsidiaries in the ordinary course of business, provided that (f) periodic allocations of overhead expenses among Holdco and its Subsidiaries may be made, (g) Group Members may make payments pursuant to tax sharing agreements among Holdco (and any payment in respect direct or indirect parent thereof), and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); Holdco and its Subsidiaries, (e) (ih) any issuances of securities or other paymentspayments (directly or through Holdings), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options options, management investment plans and stock ownership plans approved by the BorrowerHoldco (or its direct or indirect parent company’s) or Holdco’s board of directors shall be permitted and (iii) any repurchases of any issuances, awards or grants issued transactions pursuant to clause (i)permitted agreements in existence on the ARCA Effective Date and listed on Schedule 6.08, in each case, or any amendment thereto to the extent permitted by Section 8.6; (f) employment arrangements entered into such an amendment is not adverse to the Lenders in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringmaterial respect, shall be permitted.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions, directors including the payment of fees and employees permitted under Section 8.7; expenses in connection with the consummation of the Transactions, (d) Investments by the Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (w) and Restricted Payments by the Borrower and the Subsidiaries to the extent permitted by Section 7.06, (e) entering into employment and severance arrangements between any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable fees out-of-pocket costs of, and customary indemnities provided to directors of the Borrower or any Restricted Subsidiary who are not on behalf of, directors, officers and employees of the Borrower or any direct or indirect parent thereof, or any Restricted SubsidiarySubsidiaries of the Borrower, to the extent attributable to the ownership or operations of the Borrower and compensationits Restricted Subsidiaries, employmentas determined in good faith by the board of directors or senior management of the relevant Person, termination and (g) the payment of fees, expenses, indemnities or other employee benefit arrangements paid payments pursuant to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth in Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially disadvantageous to the Lenders, (h) the payment of (A)(1) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and is continuing or shall result therefrom, management, consulting, monitoring, advisory fees and other fees (including termination fees to the extent funded with proceeds from a Permitted Equity Issuance) pursuant to the Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees accrued in any prior year) and (2) indemnities provided and expenses to the Sponsors pursuant to the Management Agreement, and (B) customary compensation to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees (including in connection with acquisitions and Dispositions which are not set forth in the Management Agreement), in each case under this clause (B) approved by a majority of the disinterested members of the board of directors of the Borrower, in good faith, (i) employment and severance arrangements between the Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit ofplans and arrangements, directors(j) investments by the Investors and Permitted Holders in securities of the Borrower or any of its Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities, officers (k) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (j) above or employees of any Group Memberwere acquired from third parties, each (l) payments to or from, and transactions with, Joint Ventures in the ordinary course of business, provided that (m) payments by any payment in respect direct or indirect parent of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors , the Borrower and (ii) any repurchases of any issuances, awards or grants issued its Restricted Subsidiaries pursuant to clause tax sharing agreements among any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries that comply with Section 7.06(e)(i), (i)n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or any Restricted Subsidiary the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, (o) transactions between or among Borrower, and/or one or more Subsidiaries to the extent otherwise permitted under this Article 7, and any employee thereof; (gp) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated contribution by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirect or indirect parent of the Borrower to the capital of the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (other than a Relevant Party), whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except ; provided that this Section does not prohibit (ai) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees any Investment permitted under Section 8.7; 7.03, (dii) any merger, dissolution, liquidation, consolidation or Disposition permitted under Section 7.04, (iii) any Restricted Payment permitted under Section 7.06, (iv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group Member, each Restricted Subsidiary in the ordinary course of business, provided that any payment (v) the execution, delivery and performance (as applicable) of all transactions in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); connection with the Public Offering (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or including the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (iSpecified IPO Transactions), and all fees and expenses paid or payable in each caseconnection therewith, to the extent permitted (vi) payments by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary to any Affiliate in pursuant to the terms and any employee thereofconditions of the Services Agreement; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kvii) transactions contemplated by or in furtherance of the Contractual Obligations set forth on Schedule 7.08, in each case, substantially as in effect on the date hereof or as may be extended, renewed, modified, amended or replaced in a manner that is not materially adverse to the interests of the Borrower or the Lenders, or (viii) the reimbursement of reasonable allocated overhead costs incurred by the Borrower’s direct or indirect parent entities (or any Permitted Foreign Receivables Facility documents; Affiliate thereof) that are incurred by such Persons in connection with administering the affairs and (l) any Permitted Restructuringoperations of the Relevant Parties.
Appears in 2 contracts
Samples: Option Agreement and Permanent Easement Agreement (Antero Midstream Partners LP), Option Agreement And
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowerany Credit Party (other than transactions between or among a Credit Party and a Subsidiary (including any entity that becomes a Subsidiary as a result of such transaction) (or any combination thereof)), whether or not in the ordinary course of business, other than except (i) transactions on fair and reasonable terms substantially as favorable to the Borrower such Credit Party or such Restricted Subsidiary as would be obtainable by the Borrower such Credit Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (aii) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment payments of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination perquisites and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees fringe benefits arising out of any Group Member, each employment or consulting relationship in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) making Restricted Payments permitted by this Agreement, (iiv) any issuances of securities or other payments, awards or grants payments (whether in cash, securities or otherwise pursuant toother property) by any non-Wholly-Owned Subsidiary of Healthpeak OP, the Parent or the Borrower, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of such Subsidiary, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases on account of any issuancesreturn of capital to such Subsidiary’s stockholders, awards partners or grants issued pursuant to clause members (ior the equivalent Person thereof), in each any such case, made to holders of Equity Interests in such Subsidiary (x) to the extent required pursuant to such Subsidiary’s Organizational Documents or (y) to the extent such payment would have been permitted by Section 8.6; 8.6 had it constituted a Restricted Payment, (fv) employment arrangements entered into other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not adverse to the interests of the Lenders in their capacities as such), (vii) transactions in the ordinary course of business that comply with the requirements of the North American Securities Administrators Association’s Statement of Policy of Real Estate Investment Trusts and (viii) transactions between the Borrower a Credit Party or any Restricted Subsidiary and any employee thereof; “taxable REIT subsidiary” (gwithin the meaning of Section 856(l) of the Internal Revenue Code) of any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Credit Party or Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Transactions with Affiliates. Enter into The Borrower will not, nor will the Borrower permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $30,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary Subsidiary, taken as would a whole, than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions (A) between or among the Loan Parties; Parties not involving any other Affiliate or (bB) transactions between or among Restricted Subsidiaries that are not Loan Parties; , (ciii) loans advances, equity issuances, repurchases, retirements or advances to officers, directors other acquisitions or retirements of Equity Interests and employees other Restricted Payments permitted under Section 8.7; 6.08 and Investments in Subsidiaries (dand in any other Person that is an Affiliate of the Borrower solely by virtue of the Borrower owning, directly or indirectly through one or more Subsidiaries, Equity Interests in such Person and Controlling such person) permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries or Section 6.05 (to the extent such transaction is not required to be for fair market value thereunder), (iv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group Member, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; directors, and (lvii) payments made to other Restricted Subsidiaries 167 arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.
Appears in 2 contracts
Samples: Credit Agreement (Arconic Rolled Products Corp), Credit Agreement (Arconic Inc.)
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (a) at prices and on terms and conditions (taken as a whole) not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary than could be obtained (taken as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s whole) on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted the Borrower, the Subsidiaries or any Person that are becomes a Subsidiary as a result of such transaction not involving any other Affiliate; provided, however, that any such transaction by any Loan Parties; Party to any Subsidiary that is not a Loan Party, or any Affiliate thereof that is not a Loan Party, shall be at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Loan Party than could be obtained (taken as a whole) on an arm’s-length basis from unrelated third parties, (c) loans any Indebtedness permitted by Sections 6.01(b)(ii), (c), (d), (n), and (q), any Lien permitted pursuant to Sections 6.02 clauses (a) through (f), any Investment permitted by Sections 6.04(c), (d), (e), (g), (j), (p) and (s), or advances to officersany Restricted Payment permitted by Section 6.06, directors and employees permitted under Section 8.7; (d) the payment employment and severance arrangements with officers, directors, members of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not management, consultants and employees of the Borrower or any Restricted Subsidiaryof its Subsidiaries, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) the payment of director, officer and employee compensation (iincluding bonuses) any issuances of securities or and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans approved by other benefit plans) and indemnification and expense reimbursement arrangements, (f) the Borrower’s board issuance or transfer of directors and Qualified Capital Stock of the Borrower or any of its Subsidiaries to any former, current or future director, member of management, officer, employee or consultant (ii) or any repurchases spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any issuances, awards of the foregoing) of the Borrower or grants issued pursuant to clause (i), in each case, any of its Subsidiaries to the extent otherwise permitted by Section 8.6; this Agreement, (fg) employment arrangements entered payments to and receipt of payments from, and the entry into and consummation of transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower or any of its Subsidiaries in such joint venture) in the ordinary course of business between to the extent otherwise permitted hereunder, (h) any contribution to the capital of the Borrower or other Loan Party and if the Person making such contribution is not a Loan Party, any Restricted contribution to the capital of any other Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; that is not a Loan Party, (i) pledges the payment of Capital Stock reasonable and customary fees and reasonable out-of-pocket costs to members of an Unrestricted Subsidiary the governing bodies of Borrower and its Subsidiaries including any reasonable out-of-pocket costs paid to secure Indebtedness of Persons with observation rights on such Unrestricted Subsidiary; governing bodies, (j) the provision entry into of Cash Collateral permitted under Section 8.3(aa) any Tax sharing agreement, and the making of payments with respect thereto in each case, with the Borrower to the extent attributable to the ownership of the Subsidiaries, and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any the Permitted Restructuring.
Appears in 1 contract
Transactions with Affiliates. Enter Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, make any payment (including payments of management or consulting fees) to, or enter into any transaction of or arrangement with, or otherwise deal with, any kind with Affiliate, except, in each case to the extent not otherwise prohibited under this Agreement or any Affiliate of the Borrower, whether or not Other Document: (a) transactions which are in the ordinary course of business, other on an arm’s-length basis on terms and conditions no less favorable than on fair terms and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as conditions which would be have been obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with from a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are Credit Parties not Loan Parties; involving any other Affiliates, (c) loans dividends or advances distributions permitted by Section 7.5, Indebtedness permitted by Section 7.6 and Investments permitted by Section 7.4(h)(i), (o)(i) and (w), (d) any issuance of Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (e) [reserved], (f) arrangements with respect to the procurement of services of directors, officers, directors independent contractors, consultants or employees in the ordinary course of business and employees permitted under Section 8.7; the payment of customary compensation (dincluding bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith, (g) the payment of reasonable fees fees, expenses and indemnities to directors of the Borrower or any Restricted Subsidiary who are not directors, officers, consultants and employees of the Borrower or any General Partner, the Parent Guarantor and the Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionpayment of fees and expenses relating to the Transactions on the Closing Date as approved by the Bankruptcy Court; and (i) pledges transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of an Unrestricted Subsidiary to secure the Parent Guarantor; provided that such Affiliate is treated the same as other such holders of Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringor Capital Stock.
Appears in 1 contract
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) transactions between that are at prices and on other terms and conditions, taken as a whole, not less favorable to such Loan Party or among Loan Partiessuch Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among Restricted the Borrower and any wholly-owned Subsidiary that is a Loan Party and transactions solely between or among Subsidiaries that are not Loan Parties, in each case, not involving any other Affiliate; (c) any Investment permitted by Sections 6.04(f), (g), (h), or (v); (d) any Indebtedness permitted under clause (c) of Section 6.01; (e) any Restricted Payment permitted by Section 6.06; (f) loans or advances to officers, directors and employees permitted under Section 8.76.04(e) or 6.04(i); (dg) the payment of reasonable fees and expense reimbursements to directors of the Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination bonuses and other severance and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eh) customary employment and consulting agreements entered into the ordinary course of business; (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors directors; (j) intercompany transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis and (iiC) any repurchases provision, purchase or lease of services, operational support, assets, equipment, data, information and technology, that, in the case of any issuances, awards or grants issued pursuant such intercompany transaction referred to in this clause (ij), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits or debits made on the ledgers of each case, to the extent permitted by Section 8.6; involved Subsidiary (fprovided that any such intercompany transaction is either (1) employment arrangements entered into in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower and the Subsidiaries); and (k) any transaction involving consideration or value of less than $1,000,000; provided, however, that this Section shall not limit the operation or effect of, or any payments under, (i) any license entered into in the ordinary course of business on customary terms between the any Subsidiary and Borrower or any Restricted other Subsidiary and any employee thereof; or (gii) any Restricted Payment permitted agreement with respect to any joint venture to which Borrower or any Subsidiary is a party entered into in connection with, or reasonably related to, its lines of business (provided that such agreement is approved by Section 8.6; (h) Borrower’s board of directors). Notwithstanding the Acquisition; (i) pledges of Capital Stock of an Unrestricted foregoing, no Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) that is a Massachusetts Securities Corporation may sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions contemplated by with, any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.Subsidiary that is not a Loan Party. 110
Appears in 1 contract
Samples: Credit Agreement (Virtusa Corp)
Transactions with Affiliates. Enter Except (a) as otherwise disclosed on Schedule 5.8, (b) intercompany Accounts established in the Ordinary Course of Business in respect of the purchase and sale of goods, the rendering of corporate or commercial services, royalty payments, distribution agreements and other transactions incidental and/or reasonably related thereto, in each case in the Ordinary Course of Business between Credit Parties or between Credit Parties and Excluded Subsidiaries and settlement of such Accounts, (c) for transactions that contain terms that are no less favorable to the applicable Credit Party or any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party and (d) for a Permitted Internal Reorganization, no Credit Party will (i) directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any kind service) with any Affiliate of the any Credit Party that is not itself (A) a Borrower, whether (B) a Guarantor or not (C) in the ordinary course case of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length any transaction with a Person other than an Affiliate, except constituting (av) transactions between or among Loan Parties; Permitted Contingent Obligations under clause (bo) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower definition thereof, (w) Permitted Asset Dispositions under clause (e), clause (j)(i), clause (k), clause (m) or any Restricted Subsidiary who are not employees clause (o) thereof, (x) Permitted Debt under clause (m)(iii) of the Borrower definition thereof, (y) Permitted Distributions, or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment (z) Permitted Investments under Section 8.7(t); (e) clause (i) any issuances of securities or other paymentsthe definition thereof, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors a Subsidiary and (ii) permit any repurchases Subsidiary that is not a Credit Party to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any issuances, awards or grants issued service) with any Affiliate of any Credit Party that is not itself (A) a Borrower (to the extent such transaction is permitted with respect to such Borrower pursuant to clause (id)(i)(C) above), in each case, (B) a Guarantor (to the extent such transaction is permitted by Section 8.6; with respect to such Guarantor pursuant to clause (fd)(i)(C) employment arrangements entered into in the ordinary course of business between the Borrower above) or any Restricted (C) another Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthat is not itself a Credit Party.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (Wright Medical Group N.V.)
Transactions with Affiliates. Enter No Credit Agreement Party will, nor will permit any of its Subsidiaries to, enter into any transaction or series of any kind transactions with any Affiliate of the Borrower, whether Holdings or not any of its Subsidiaries other than in the ordinary course of business, other than business and on fair terms and reasonable terms conditions substantially as favorable to the Borrower such Credit Agreement Party or such Restricted Subsidiary as would be reasonably expected to be obtainable by the Borrower such Credit Agreement Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except ; provided that the following shall in any event be permitted: (ai) transactions between or among Loan Partiesthe Transaction; (bii) intercompany transactions between or among Restricted the U.S. Borrower and its Subsidiaries that are not Loan Partiesto the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 and intercompany transactions among Holdings and its Subsidiaries to the extent expressly provided in clauses (xx), (xxi) and (xxii) of Section 9.05; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (diii) the payment of reasonable consulting or other fees to directors the U.S. Borrower by any of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiv) customary fees to non-officer directors of the U.S. Borrower and its Subsidiaries; (iv) any issuances the U.S. Borrower and its Subsidiaries may enter into the employment arrangements with respect to the procurement of securities or other payments, awards or grants services with their respective officers and employees in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved ordinary course of business; (vi) Dividends may be paid by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, Holdings to the extent permitted by Section 8.69.06; (fvii) employment arrangements entered into the payment of customary fees (excluding management fees) to the Agents and their Affiliates for services rendered (including, without limitation, any underwriting discounts and commissions); (viii) transactions between the U.S. Borrower and/or any of its Subsidiaries and their respective Affiliates listed on Schedule XIV hereto; and (ix) the California Disposition and any loan of all or a portion of the Net Sale Proceeds therefrom to an Affiliate of the U.S. Borrower, so long as (and only so long as) such transactions would not (in the absence of this clause (ix) and, for such purpose, assuming same were in the “ordinary course of business between business”) give rise to a violation of this Section 9.07. In no event shall any management, consulting or similar fee be paid or payable by Holdings or any of its Subsidiaries to any Affiliate (other than the U.S. Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by other Credit Party), except as specifically provided in this Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring9.07.
Appears in 1 contract
Transactions with Affiliates. Enter The Credit Parties will not, nor will they permit any Subsidiary to, enter into any transaction or series of any kind with any Affiliate of the Borrowertransactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an officer, director, shareholder or Affiliate, except other than (a) transactions solely between or among Loan Credit Parties; , (b) transactions between or among any Restricted Subsidiaries that are not Loan PartiesPayment permitted by Section 6.10; (c) loans any employment or advances to officerscompensation agreement, directors deferred compensation plans, employee benefits plan, equity incentive or equity-based plans, profits interests, officer, supervisor and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower director indemnification agreements or any Restricted Subsidiary who are not employees of the Borrower insurance, stay bonuses, severance or any Restricted Subsidiarysimilar agreements and arrangements, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)(d) reasonable and customary director, officer, supervisor and employee fees and compensation and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements; (e) (i) at any issuances of securities or other paymentstime after the date on which the IPO is completed, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans any transaction approved by the Conflicts Committee of the Board of Directors of the General Partner of the Borrower’s board , which Conflicts Committee shall consist exclusively of directors considered “independent” of the Credit Parties and their Affiliates in accordance with the criteria set forth in Section 303A of the New York Stock Exchange Manual or Rule 5606(a)(2) of the NASDAQ Rules (iiand such Conflicts Committee will be comprised of at least two (2) any repurchases of any issuances, awards “independent” directors (or grants issued pursuant to clause such greater number required by the exchange upon which the Borrower is then trading) (ithe “Conflicts Committee”)), in each caseshall be deemed, for purposes of this Agreement, to be on terms and conditions substantially as favorable as would be obtainable on a comparable arm’s-length transaction with a person other than an officer, director, shareholder or Affiliate of the extent permitted by Section 8.6Credit Parties and their respective Subsidiaries; and (f) employment arrangements entered into the transactions expressly described in the ordinary course Distribution Contract or the Omnibus Agreement, provided that notwithstanding anything to the contrary in the Omnibus Agreement, the Administrative Fee (as defined therein on the date hereof) shall not be increased to an amount in excess of business between $1,500,000 without the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) prior written consent of the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringRequired Lenders.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Transactions with Affiliates. Enter into The Parent Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliateits Affiliates, except (a) transactions between that are at prices and on terms and conditions not less favorable to the Parent Borrower or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries that are the Parent Borrower and the Subsidiary Loan Parties not Loan Parties; involving any other Affiliate, (c) loans or advances to officersany Restricted Payment permitted by Section 6.08, directors and employees permitted under Section 8.7; (d) the payment of reasonable customary fees and expenses to members of the board of directors of the Parent Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiaryand its Subsidiaries, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) transactions between or among any Subsidiary and (i) any issuances of securities the Parent Borrower or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i)other Subsidiary, in each case, to the extent case as permitted by paragraphs (b), (c), (d), (e), (m) or (n) of Section 8.6; 6.04, (f) employment arrangements entered into payment of employee compensation to any Affiliate who is an individual in such Person’s capacity as an officer, employee or consultant of the Parent Borrower or any of its Subsidiaries, (g) any transactions in the ordinary course of business between the Parent Borrower or any Restricted Subsidiary of the Parent Borrower on the one hand and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; Phosphate Chemicals Export Inc. on the other hand, so long as Phosphate Chemicals Export Inc. is not being considered a “Subsidiary” as contemplated in the definition of such term, (h) the Acquisition; any transactions permitted by clause (h), (n), (p) or (q) of Section 6.05, (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by and conducted in accordance with the Transition Services Agreement dated October 22, 2004 between Cargill and the Parent Borrower (the “Transition Services Agreement”), (j) transactions existing on the date hereof identified on Schedule 6.09, (k) extended payment terms allowed, in the ordinary course of business consistent with past practices, by the Parent Borrower or any Permitted Foreign Receivables Facility documents; and Subsidiary in respect of accounts receivable owed to it by any Subsidiary, (l) transactions between or among Subsidiaries that are not Loan Parties that do not involve any Permitted Restructuringother Affiliate, provided that if any Subsidiary party to any such transaction is not wholly owned (directly or indirectly) by the Parent Borrower, and any Equity Interest (other than a de minimus Equity Interest) in such Subsidiary is owned, directly or indirectly, by an Affiliate of the Parent Borrower (other than another such Subsidiary), the terms of such transaction shall not be more favorable to such Subsidiary in any material respect than could be obtained on an arm’s length basis from a related third party, (m) purchases and sales of inventory made between any Loan Party or Loan Parties on the one hand, and Subsidiaries that are not Loan Parties on the other hand, in each case in the ordinary course of business and at prices not less (in any material respect) than the lower of cost or market value of such inventory, (n) Florida Land Transactions, provided that the aggregate net book value of all assets of the Parent Borrower and its Subsidiaries subject to Florida Land Transactions and all investments in Florida Land Subsidiaries consummated since the Restatement Effective Date shall not exceed $150,000,000 in the aggregate; provided further that the net book value of any such asset shall be its net book value as of the date of the most recent available internal financial statements of the Parent Borrower and its consolidated Subsidiaries prior to the Florida Land Transaction involving such asset or the making of such investment, and (o) transactions between any of the Parent Borrower or any of its Subsidiaries with (i) a Florida Land Subsidiary or (ii) any Subsidiary resulting from a Brazil Transaction; provided that such transactions are on terms that are no less favorable to the Parent Borrower or the relevant Subsidiary than those terms that would reasonably have been obtained at that time in a comparable transaction by the Parent Borrower or the relevant Subsidiary and an unrelated Person and in the event any such transaction involves aggregate payments or assets with a fair market value in excess of $15,000,000 the Board of Directors of the Parent Borrower or, as long as it is in existence, the Special Transactions Committee of the Parent Borrower has approved such transaction and such approval is evidenced by a resolution that states that such Board of Directors or Special Transactions Committee, as applicable, has determined that the transaction complies with the foregoing.
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Samples: Credit Agreement (Mosaic Co)
Transactions with Affiliates. Enter into The Borrower will not, nor will the Borrower permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or $10,000,000 except (%3) transactions at prices and on terms and conditions (taken as a whole) not in the ordinary course of business, other than on fair and reasonable terms substantially as materially less favorable to the Borrower or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as would be obtainable determined in good faith by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except Borrower); (a%3) transactions between or among the Borrower and the Loan PartiesParties (or any entity that becomes a Loan Party as a result of such transaction) not involving any other Affiliate; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c%3) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.7Section 6.04; (d%3)) payroll, travel and similar advances to cover matters permitted under Section 6.04; (%3) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, ; (%3) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that including in connection with any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)transaction permitted hereunder; (e) (i%3) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved plans; (%3) payment of fees and expenses pursuant to the Transactions; (%3) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.06; (%3) any transaction among the Borrower and its Subsidiaries for the sharing of liabilities for taxes so long as the payments made pursuant to such transaction are made by and among the members of the Borrower’s board “affiliated group” (as defined in the Code); (%3) transactions between and among the Borrower and the Guarantors which are in the ordinary course of directors business; (%3) [reserved]; (%3) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (ii%3) any repurchases customary transaction with a Receivables Facility, Qualified Securitization Financing or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (%3) any issuancesIntercompany License Agreements; (%3) transactions set forth on Schedule 5.17, awards as these agreements and instruments may be amended, modified, supplemented, extended, renewed or grants issued pursuant refinanced from time to clause time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect 148 (itaken as a whole); (%3) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (%3) loans and other transactions by and among the Borrower and its Restricted Subsidiaries; (%3) transactions by the Borrower and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (%3) any transaction between or among the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Affiliate of the Borrower or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Borrower or a Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of Subsidiary owns an Unrestricted Subsidiary to secure Indebtedness of equity interest in or otherwise controls such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsAffiliate, Joint Venture or similar entity; and (l%3) transactions in which the Borrower or any Permitted RestructuringRestricted Subsidiary, as the case may be, delivers to the Administrative Agents a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 5.17.
Appears in 1 contract
Transactions with Affiliates. Enter into Each Loan Party will conduct, and cause each of its Restricted Subsidiaries to conduct, any transaction or series of any kind related transactions involving aggregate consideration in excess of $10,000,000 with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than on fair and reasonable terms substantially as favorable to the Borrower any such transaction or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except series of transactions (ax) transactions between or among Loan Parties; (b) transactions between or solely among Restricted Subsidiaries that are not Loan Parties and (y) solely among the Loan Parties; ) on terms that are substantially as favorable to such Loan Party or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) [Reserved], (b) transactions permitted by Section 10.2.6, (c) loans or advances to officersthe payment of any Transaction Expenses, directors and employees permitted under Section 8.7; (d) the issuance of Stock or other Equity Interests of Holdings or any Parent Entity to the management of a Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries pursuant to arrangements described in clause (f) of this Section 10.1.10 or to any director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of Arrow Bidco, any of Arrow Bidco’s Subsidiaries or any direct or indirect parent of Arrow Bidco and the granting and performing of reasonable and customary registration rights, (e) loans, investments and other transactions by the Loan Parties and the Restricted Subsidiaries to the extent permitted under Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, and 10.2.7, (f) employment and severance arrangements between the Loan Parties and the Restricted Subsidiaries and their respective officers and employees in the Ordinary Course of Business, (g) payments by any Loan Party (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among such Loan Party (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Loan Party and the Restricted Subsidiaries, (h) [Reserved], (i) the payment of customary fees and reasonable out of pocket costs, fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future directors, managers, consultants, officers or and employees of the Loan Parties and the Restricted Subsidiaries (or any Group Member, each Parent Entity) in the ordinary course Ordinary Course of businessBusiness to the extent attributable to the ownership or operation of the Loan Parties and the Restricted Subsidiaries, provided that any payment (j) transactions pursuant to (x) permitted agreements in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); existence on the Closing Date and set forth on Schedule 10.1.10 and (e) (iy) any issuances amendment to the foregoing to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (k) any agreement or arrangement as in effect as of securities or other payments, awards or grants in cash, securities or otherwise pursuant tothe Closing Date and disclosed on Schedule 10.1.10 hereto, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the funding ofLenders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Closing Date), employment agreements(l) transactions with customers, stock options clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the Ordinary Course of Business and stock ownership plans approved by otherwise in compliance with the Borrower’s terms of this Agreement and which are fair to Arrow Bidco and the Restricted Subsidiaries, in the reasonable determination of the board of directors and of Arrow Bidco or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (iim) sales of accounts receivable, or participations therein, by Arrow Bidco or any repurchases of any issuances, awards or grants issued pursuant to clause Restricted Subsidiary (i), in each case, other than Loan Parties) to the extent permitted by Section 8.6; 10.2.4(k), (fn) investments by Affiliates (other than Holdings and its Subsidiaries) in securities of Arrow Bidco or any of the Restricted Subsidiaries (other than a Loan Party) (and payment of reasonable out-of-pocket expenses incurred in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 10.0% of the proposed issue amount of such class of securities, (o) payments or loans (or cancellation of loans) to employees, directors or consultants of Arrow Bidco, any of the Restricted Subsidiaries to the extent permitted by Sections 10.2.1(b)(xxi), 10.2.5(c) and 10.2.6(b) or any direct or indirect parent of Arrow Bidco and employment agreements, stock option plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by Arrow Bidco in good faith, (p) any lease entered into in the ordinary course of business between the Borrower Arrow Bidco or any Restricted Subsidiary Subsidiary, as lessee, and any employee thereof; Affiliate of Arrow Bidco, as lessor, in the Ordinary Course of Business, (gq) any Restricted Payment intellectual property licenses in the Ordinary Course of Business to the extent permitted by Section 8.6; 10.2.4(g), (hr) the Acquisition; (i) pledges pledge of Capital Stock Equity Interests of an Unrestricted Subsidiary to secure lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders, (s) payments to any future, current or former employee, director, officer or consultant of Arrow Bidco, any of its Subsidiaries or any Parent Entity pursuant to a management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers or consultants that are, in each case, approved by Arrow Bidco in good faith, (t) any contribution to the capital of Arrow Bidco or any Restricted Subsidiary otherwise permitted hereunder, (u) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, (v) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of Arrow Bidco or any of the Restricted Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally, (w) payments to and from and transactions with any joint venture in the Ordinary Course of Business; provided that such joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary; ) of Arrow Bidco and (jx) transactions in which any Loan Party or any other Restricted Subsidiary delivers to the Agent a letter from an independent accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing (which is, in the good faith judgment of the Administrative Borrower, disinterested in the applicable transaction) stating that such transaction is fair to such Loan Party or Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing or any other provision of Cash Collateral permitted under Section 8.3(aathis Agreement to the contrary, no Loan Party nor any Restricted Subsidiary shall (i) and payments and distributions guarantee or otherwise become directly or indirectly liable for, or grant any Lien on any of amounts therefrom; its properties or assets to secure, any obligation of any Non-Recourse Subsidiary, (kii) transactions contemplated by sell, assign, transfer or otherwise dispose of any Permitted Foreign Receivables Facility documents; and Rental Equipment or Accounts (lor any proceeds thereof) to any Permitted Restructuring.Non-Recourse Subsidiary or permit the sale, assignment, transfer or other disposition of any Rental Equipment or Accounts of any Non-Recourse Subsidiary (or any proceeds thereof) to any Loan Party or any other Restricted Subsidiary, (iii) permit any Non-Recourse Subsidiary to locate any Rental Equipment or other assets of such Non-Recourse Subsidiary on any site on which any Rental Equipment or other assets of any Loan Party or any other Restricted Subsidiary is located or (iv) permit any cash, cash equivalents or any proceeds of the sale, collection or other disposition of any assets of any Non-Recourse Subsidiary to be commingled with the cash, cash equivalents or any proceeds of the sale, collection or other disposition of any assets of any Loan Party or any other Restricted Subsidiary. 128
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Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowerany Credit Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary Credit Party as would be obtainable by the Borrower or such Restricted Subsidiary Credit Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except ; provided that the following shall in any event be permitted: (ai) transactions between or among Loan Partiesthe Transaction; (bii) intercompany transactions between or among Restricted Subsidiaries Credit Parties that are entered into pursuant to the reasonable business requirements of the Credit Parties and that are not Loan Partiesprohibited under this Agreement or any other Credit Document; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (diii) the payment of reasonable consulting or other fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Credit Party in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiv) customary fees to non-officer directors (ior equivalents) of the General Partner; (v) the Credit Parties may perform their respective obligations under any issuances of securities or other paymentsEmployment Agreements, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership employee benefit plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuancesCredit Party and other employment or independent contractor arrangements with respect to the procurement of services with their respective officers, awards or grants issued pursuant to clause (i)employees and independent contractors, in each case, to the extent permitted by Section 8.6; (f) employment case so long as any such arrangements are entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereofbusiness; (gvi) any Restricted Payment may be paid by Credit Parties to the extent permitted by Section 8.67.06; (hvii) the Acquisitionpayments may be made pursuant to any Tax Allocation Agreement; (iviii) pledges Credit Parties may enter into transactions with employees and/or officers of Capital Stock the Credit Parties in the ordinary course of an Unrestricted Subsidiary to secure Indebtedness business so long as any such material transaction has been approved by the governing bodies of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsCredit Parties; and (lix) the Credit Parties may perform their respective obligations under (A) the Omnibus Agreement, dated September 20, 2004, as amended January 24, 2011, among certain Credit Parties and certain of their Affiliates, and (B) the Assignment Agreement, dated September 20, 2004, between XxXxxx De Leeuw & Co. IV, L.P. and the Partnership. In no event shall any Permitted Restructuringmanagement, consulting or similar fee be paid or payable by the Partnership or any of its Subsidiaries to any Affiliate, except as specifically provided in this Section 7.08.
Appears in 1 contract
Transactions with Affiliates. Enter into Each Loan Party will conduct, and cause each of its Restricted Subsidiaries to conduct, any transaction or series of any kind related transactions involving aggregate consideration in excess of $10,000,000 with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than on fair and reasonable terms substantially as favorable to the Borrower any such transaction or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except series of transactions (ax) transactions between or among Loan Parties; (b) transactions between or solely among Restricted Subsidiaries that are not Loan Parties and (y) solely among the Loan Parties; ) on terms that are substantially as favorable to such Loan Party or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) [Reserved], (b) transactions permitted by Section 10.2.6, (c) loans or advances to officersthe payment of any Transaction Expenses, directors and employees permitted under Section 8.7; (d) the issuance of Stock or other Equity Interests of Holdings or any Parent Entity to the management of a Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries pursuant to arrangements described in clause (f) of this Section 10.1.10 or to any director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of Arrow Bidco, any of Arrow Bidco’s Subsidiaries or any direct or indirect parent of Arrow Bidco and the granting and performing of reasonable and customary registration rights, (e) loans, investments and other transactions by the Loan Parties and the Restricted Subsidiaries to the extent permitted under Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, and 10.2.7, (f) employment and severance arrangements between the Loan Parties and the Restricted Subsidiaries and their respective officers and employees in the Ordinary Course of Business, (g) payments by any Loan Party (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among such Loan Party (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Loan Party and the Restricted Subsidiaries, (h) [Reserved], (i) the payment of customary fees and reasonable out of pocket costs, fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future directors, managers, consultants, officers or and employees of the Loan Parties and the Restricted Subsidiaries (or any Group Member, each Parent Entity) in the ordinary course Ordinary Course of businessBusiness to the extent attributable to the ownership or operation of the Loan Parties and the Restricted Subsidiaries, provided that any payment (j) transactions pursuant to (x) permitted agreements in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); existence on the Closing Date and set forth on Schedule 10.1.10 and (e) (iy) any issuances amendment to the foregoing to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (k) any agreement or arrangement as in effect as of securities or other payments, awards or grants in cash, securities or otherwise pursuant tothe Closing Date and disclosed on Schedule 10.1.10 hereto, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the funding ofLenders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Closing Date), employment agreements(l) transactions with customers, stock options clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the Ordinary Course of Business and stock ownership plans approved by otherwise in compliance with the Borrower’s terms of this Agreement and which are fair to Arrow Bidco and the Restricted Subsidiaries, in the reasonable determination of the board of directors and of Arrow Bidco or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (iim) sales of accounts receivable, or participations therein, by Arrow Bidco or any repurchases of any issuances, awards or grants issued pursuant to clause Restricted Subsidiary (i), in each case, other than Loan Parties) to the extent permitted by Section 8.6; 10.2.4(k), (fn) investments by Affiliates (other than Holdings and its Subsidiaries) in securities of Arrow Bidco or any of the Restricted Subsidiaries (other than a Loan Party) (and payment of reasonable out-of-pocket expenses incurred in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 10.0% of the proposed issue amount of such class of securities, (o) payments or loans (or cancellation of loans) to employees, directors or consultants of Arrow Bidco, any of the Restricted Subsidiaries to the extent permitted by Sections 10.2.1(b)(xxi), 10.2.5(c) and 10.2.6(b) or any direct or indirect parent of Arrow Bidco and employment agreements, stock option plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by Arrow Bidco in good faith, (p) any lease entered into in the ordinary course of business between the Borrower Arrow Bidco or any Restricted Subsidiary Subsidiary, as lessee, and any employee thereof; Affiliate of Arrow Bidco, as lessor, in the Ordinary Course of Business, (gq) any Restricted Payment intellectual property licenses in the Ordinary Course of Business to the extent permitted by Section 8.6; 10.2.4(g), (hr) the Acquisition; (i) pledges pledge of Capital Stock Equity Interests of an Unrestricted Subsidiary to secure lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders, (s) payments to any future, current or former employee, director, officer or consultant of Arrow Bidco, any of its Subsidiaries or any Parent Entity pursuant to a management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers or consultants that are, in each case, approved by Arrow Bidco in good faith, (t) any contribution to the capital of Arrow Bidco or any Restricted Subsidiary otherwise permitted hereunder, (u) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, (v) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of Arrow Bidco or any of the Restricted Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally, (w) payments to and from and transactions with any joint venture in the Ordinary Course of Business; provided that such joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary; ) of Arrow Bidco and (jx) transactions in which any Loan Party or any other Restricted Subsidiary delivers to the Agent a letter from an independent accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing (which is, in the good faith judgment of the Administrative Borrower, disinterested in the applicable transaction) stating that such transaction is fair to such Loan Party or Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing or any other provision of Cash Collateral permitted under Section 8.3(aathis Agreement to the contrary, no Loan Party nor any Restricted Subsidiary shall (i) and payments and distributions guarantee or otherwise become directly or indirectly liable for, or grant any Lien on any of amounts therefrom; its properties or assets to secure, any obligation of any Non-Recourse Subsidiary, (kii) transactions contemplated by sell, assign, transfer or otherwise dispose of any Permitted Foreign Receivables Facility documents; and Rental Equipment or Accounts (lor any proceeds thereof) to any Permitted RestructuringNon-Recourse Subsidiary or permit the sale, assignment, transfer or other disposition of any Rental Equipment or Accounts of any Non-Recourse Subsidiary (or any proceeds thereof) to any Loan Party or any other Restricted Subsidiary, (iii) permit any Non-Recourse Subsidiary to locate any Rental Equipment or other assets of such Non-Recourse Subsidiary on any site on which any Rental Equipment or other assets of any Loan Party or any other Restricted Subsidiary is located or (iv) permit any cash, cash equivalents or any proceeds of the sale, collection or other disposition of any assets of any Non-Recourse Subsidiary to be commingled with the cash, cash equivalents or any proceeds of the sale, collection or other disposition of any assets of any Loan Party or any other Restricted Subsidiary.
Appears in 1 contract
Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Restricted Subsidiary to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (a) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than those that could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are the Loan Parties not Loan Parties; involving any other Affiliate, (c) loans or advances to officers, directors and employees any Restricted Payment permitted under Section 8.7; 6.08, (d) issuances by the payment Borrower of reasonable fees to directors Equity Interests (other than Disqualified Equity Interests), (e) compensation, expense reimbursement and indemnification of, and other employment arrangements with, directors, officers and employees of the Borrower or any Restricted Subsidiary who are not entered in the ordinary course of business, (f) payroll, travel and similar advances to directors and employees of the Borrower or any Restricted Subsidiary, Subsidiary on customary terms and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each made in the ordinary course of business, provided that (g) loans or advances to directors and employees of the Borrower or any payment Restricted Subsidiary on customary terms and made in respect the ordinary course of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); business, (eh) transactions between or among non-Loan Parties not involving any other Affiliate and (i) any issuances transactions with wholly owned Subsidiaries or joint ventures for the purchase or sale of securities or other paymentsgoods, awards or grants in cashproducts, securities or otherwise pursuant toparts, or the funding of, employment agreements, stock options equipment and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements services entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringbusiness.
Appears in 1 contract
Samples: Agreement (Netscout Systems Inc)
Transactions with Affiliates. Enter The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of any kind transactions with any Affiliate of the Borrower, whether CHAR1\0000000x0 Company or not any of its Restricted Subsidiaries involving aggregate payment for any such transaction or series of transactions in the ordinary course excess of business, $5,000,000 other than on fair terms and reasonable terms conditions substantially as favorable to the Borrower Company or such Restricted Subsidiary as would be reasonably expected to be obtainable by the Borrower Company or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except ; provided that the following shall in any event be permitted: (ai) transactions between or among Loan Partiesthe Transaction; (bii) intercompany transactions between or among the Company and its Restricted Subsidiaries that are not Loan Partiespermitted by this Agreement shall be permitted (including the payment of interest and principal on intercompany Indebtedness permitted by Section 7.04); (c) loans or advances to officers, directors and employees permitted under Section 8.7; (diii) the payment of reasonable consulting or other fees to directors the Company by any of the Borrower or any its Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiv) the payment of reasonable and customary fees and expenses, and the provision of customary indemnification to directors, officers, employees, members of management and consultants of the Company and the Restricted Subsidiaries; (iv) any issuances employment and severance arrangements (including options to purchase Equity Interests of securities or other paymentsthe Company, awards or grants in cashrestricted stock plans, securities or otherwise pursuant to, or the funding of, employment agreementslong-term incentive plans, stock options appreciation rights plans, participation plans or similar employee benefits plans) between the Company and stock ownership plans approved any Restricted Subsidiary and their directors, officers, employees, members of management and consultants in the ordinary course of business; (vi) Dividends may be paid by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, Company to the extent permitted by Section 8.67.06; (fvii) employment arrangements payments may be made pursuant to any Tax Allocation Agreement; (viii) the Company and its Restricted Subsidiaries may enter into transactions with employees and/or officers of the Company and its Restricted Subsidiaries in the ordinary course of business; (ix) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or its Restricted Subsidiaries pursuant to the terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect in the good faith judgment of the Company when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger); (x) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Company and the Restricted Subsidiaries in such joint venture), non-wholly owned Subsidiaries and Unrestricted Subsidiaries in the ordinary course of business between to the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral extent otherwise permitted under Section 8.3(aa) and payments and distributions of amounts therefrom7.05; (kxi) transactions contemplated undertaken in good faith (as certified by an Authorized Officer of the Company) for the purpose of improving the consolidated Tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any Permitted covenant set forth in this Agreement; (xii) any transactions in connection with the Corporate Restructuring; (xiii) any customary transaction with (including any Investment in or relating to) any Receivables Subsidiary effected as part of any Receivables Facility or any Foreign Receivables Facility documentsFacility; and (lxiv) any Permitted Restructuringother transaction with an Affiliate, which is approved by a majority of disinterested members of the board of directors (or equivalent governing body) of the Company in good faith.
Appears in 1 contract
Samples: Credit Agreement (EnerSys)
Transactions with Affiliates. Enter into any transaction Holdings will conduct, and cause each of any kind the Restricted Subsidiaries to conduct, all transactions with any Affiliate of its Affiliates (other than Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of the Borrower, whether or not in greater of $50,000,000 and 10.0% of Consolidated EBITDA calculated on a Pro Forma Basis for the ordinary course of business, other than most recently-ended Test Period on fair and reasonable terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s arm’s-length transaction with a Person other than that is not an Affiliate, except as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) transactions between or among Loan Parties; permitted by Section 10.5, (b) consummation of the Transactions and the payment of the Transaction Expenses, (c) the issuance of Capital Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (d) loans, advances and other transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersHoldings, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees or any joint venture (regardless of the Borrower form of legal entity) in which Holdings or any Restricted Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers ’s ownership of Capital Stock or employees of any Group Member, each Stock Equivalents in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (esuch joint venture or Subsidiary) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by under Section 8.6; 10, (fe) employment and severance arrangements entered into between Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business between the Borrower or any Restricted Subsidiary (including loans and advances in connection therewith), (f) payments by Holdings (and any employee direct or indirect parent thereof; ) and the Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent) and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of Holdings, (g) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of Holdings (or any Restricted Payment permitted by Section 8.6; direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Subsidiaries, (h) customary payments or distributions by Holdings and any of its Restricted Subsidiaries to pay advisory, refinancing, subsequent transaction and exit fees and other overhead expenses of direct and indirect parents of Holdings attributable to the Acquisition; ownership of Holdings, the Borrower and its Restricted Subsidiaries and (i) pledges transactions pursuant to any agreement or arrangement as in effect as of Capital Stock of an Unrestricted Subsidiary the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date). 148
Appears in 1 contract
Samples: Credit Agreement (RBC Bearings INC)
Transactions with Affiliates. Enter into (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or unless such transaction, taken as a whole, is upon terms not in the ordinary course of business, other than on fair and reasonable terms substantially as materially less favorable to the Borrower or such Restricted Subsidiary as applicable Loan Party than would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable arm’s arm’s-length transaction with a Person other than that is not an Affiliate, except . (b) The foregoing paragraph (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are shall not Loan Parties; (c) loans or advances prohibit, to officers, directors and employees the extent otherwise permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) this Agreement: (i) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the Borrower’s board of directors and (or equivalent governing body) of the Loan Parties; (ii) transactions between or among the Loan Parties otherwise permitted by this Agreement; (iii) any repurchases indemnification agreement or any similar arrangement entered into with members, directors, officers, consultants and employees of any issuances, awards or grants issued pursuant to clause (i), in each case, to of the extent permitted by Section 8.6; (f) employment arrangements entered into Loan Parties in the ordinary course of business between and the Borrower or payment of fees and indemnities to directors, officers, consultants and employees of any Restricted Subsidiary and any employee thereofof the Loan Parties in the ordinary course of business; (giv) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Investments otherwise permitted under Section 8.3(aa6.04(b), (f) and payments and distributions of amounts therefrom(h); (kv) transactions contemplated pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.07(b) or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (vi) any employment agreement or employee benefit plan entered into by any Permitted Foreign Receivables Facility documentsof the Loan Parties in the ordinary course of business or consistent with past practice and payments pursuant thereto; and (lvii) transactions otherwise permitted under Section 6.06; or (viii) any Permitted Restructuring.purchase by the Sponsor or an Affiliate (other than a Loan Party or a Subsidiary of a Loan Party) of Equity Interests of Holding (to the extent not constituting a Change in Control). Section 6.08 Business of the Borrower and Holding. Engage in any business or activity other than (a) in the case of Holding, the ownership of Equity Interests in the Borrower, and in the case of the Borrower, the ownership of Equity Interests in the Project Holdcos, (b) maintaining its legal existence, (c) participating in tax, accounting and other administrative and management activities for itself and as an entity that is part of a consolidated group of companies, (d) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, (e) the execution and
Appears in 1 contract
Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, in each case involving consideration in excess of $10,000,000 (in one transaction or a series of related transactions) other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers[Reserved], directors and employees (d) [Reserved], (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to directors the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors or their Affiliates made for any financial, advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) and this Agreement, (j) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary who owning an equity interest or otherwise controlling such joint venture or similar entity or (k) entering into or modifying leases or related agreements among the Borrower, the Parent and any Restricted Subsidiary with terms that permit the leases or related agreements to comply with requirements applicable to real estate investment trusts under the Code, including the requirement that the leases be respected as “true leases” under the Code, and to enable the Borrower to avoid the payment of any Tax provided that such new or modified leases or related agreements are on terms that, taken as a whole, are not employees of materially less favorable to the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any relevant Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than those that might reasonably have been obtained at such time from a Person that is not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.
Appears in 1 contract
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (a) transactions between that are at prices and on terms and conditions not materially less favorable to such Loan Party or among Loan Parties; such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between 110 or among Parent, any Borrower and any Restricted Subsidiaries that are Subsidiary not Loan Parties; involving any other Affiliate, (c) any Investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(d), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officersemployees, officers or directors and employees (or equivalent managers) permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to directors (or equivalent managers) of the Parent, any Borrower or any Restricted Subsidiary who are not employees of the Parent, any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation (including employment agreements) and other employee benefit arrangements paid to, and indemnities and expense reimbursements provided for the benefit of, directors, officers or employees of Parent, any Group MemberBorrower, each or any Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) any issuances of securities or other paymentsEquity Interests not otherwise prohibited hereunder, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent ) Guarantees permitted by Section 8.6; 6.01 and (fj) employment arrangements transactions with customers, clients, suppliers or joint ventures for the purchase or sale of goods and services entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringbusiness.
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction transaction, including any purchase, sale, lease or exchange of property, the rendering of any kind service or the payment of any management, advisory or similar fees, with any Affiliate Affiliate, except: (a) arrangements in respect of the Borrowershared services, whether joint procurement, corporate expense allocation, information technology licensing or not in the ordinary course of businessbusiness at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among (i) the Borrower and any Non-Qualified Asset Subsidiaries so long as such transaction, as of the date such transaction is consummated, would not have or would not reasonably be expected to have a Material Adverse Effect on the Borrower and the Qualified Asset Guarantors (taken as a whole), (ii) the Borrower and any Qualified Asset Guarantors or (iii) Non-Qualified Asset Subsidiaries, in each case not involving any other than Affiliate; (c) the consummation of the Transactions and the payment of the Transaction Costs, and as otherwise permitted by this Agreement (including with respect to any Restricted Payment permitted by Section 9.5); (d) as set forth on fair Schedule 9.6 or any amendment thereto to the extent such amendment is not adverse, taken as a whole, to the Lenders in any material respect; (e) if approved by the governing body of such Person in accordance with applicable law, any indemnity provided for the benefit of directors of such Person; (f) the payment of fees, expenses, compensation or employee benefit arrangements to managers, consultants, employees, officers and reasonable outside directors of such Person; (g) transactions contemplated by the Contribution Agreement and any CMBS Financing; and (h) transactions that are made on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than that is not an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan PartiesParties and their Restricted Subsidiaries; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (dc) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided provided, that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (ed) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fe) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gf) any Restricted Payment permitted by Section 8.6; (hg) the Acquisition; (h) payments to or from, or transactions with, the Borrower’s Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary or Joint Venture); (i) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (j) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; and (jk) the provision of Cash Collateral cash collateral permitted under Section 8.3(aa) 8.3 and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Borrower or among Loan Parties; such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries any Borrower and any Subsidiary that are is a Loan Party not Loan Parties; involving any other Affiliate, (c) any investment permitted by Sections 6.04(c), (d) or (e), (d) any Indebtedness permitted under Section 6.01(e), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that (h) compensation and reimbursement of expenses of officers and directors of any payment Loan Party, including the issuance of Equity Interests of Holdings, in respect each case in the ordinary course of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) business, (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors and (iij) any repurchases sale or disposition of inventory by any issuances, awards Borrower or grants issued pursuant any Restricted Subsidiary to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into wholly owned Foreign Subsidiaries in the ordinary course of business between business, at a price not less than the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness cost of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringinventory.
Appears in 1 contract
Transactions with Affiliates. Section 7.08 (Transactions with Affiliates) is amended to read as follows: “Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an AffiliateAffiliate or, except if such transaction is not one that by its nature could be obtained from another Person, is on fair and reasonable terms; provided that the foregoing restriction shall not apply to transactions (a) transactions between or among Loan Parties; the Borrower and any of its Wholly Owned Subsidiaries or between and among any Wholly Owned Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; constituting Investments in Subsidiaries, (c) loans constituting Indebtedness of the Borrower to any Subsidiary, Indebtedness of any Subsidiary to the Borrower or advances Indebtedness of any Subsidiary to officersany other Subsidiary, directors and employees in each case as permitted under by Section 8.77.03; (d) between the payment Borrower and any Subsidiary or between Subsidiaries of the Borrower, in each case as permitted by Section 7.04 or Section 7.05, (e) constituting Restricted Payments permitted by Section 7.06, (f) constituting reasonable fees and compensation paid to directors (including issuance and grants of securities and stock options, employment agreements and stock option and ownership plans for the benefit of, and indemnities provided on behalf of) officers, directors, employees and consultants of the Borrower or any Restricted Subsidiary who are not of the Borrower, and (g) constituting loans or advances to employees and officers of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, its Subsidiaries to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring7.02(b).”
Appears in 1 contract
Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, in each case involving consideration in excess of $10,000,000 (in one transaction or a series of related transactions) other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers[Reserved], directors and employees (d) [Reserved], (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to directors the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lender in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors or their Affiliates made for any financial, advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) and this Agreement, (j) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary who owning an equity interest or otherwise controlling such joint venture or similar entity or (k) entering into or modifying leases or related agreements among the Borrower, the Parent and any Restricted Subsidiary with terms that permit the leases or related agreements to comply with requirements applicable to real estate investment trusts under the Code, including the requirement that the leases be respected as “true leases” under the Code, and to enable the Borrower to avoid the payment of any Tax provided that such new or modified leases or related agreements are on terms that, taken as a whole, are not employees of materially less favorable to the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any relevant Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than those that might reasonably have been obtained at such time from a Person that is not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings or the BorrowerBorrowers, whether or not in the ordinary course of business, other than (a) transactions between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction or between or among Non-Loan Parties, including entities that become Restricted Subsidiaries as a result of such transaction, (b) transactions on fair and reasonable terms substantially as not materially less favorable to the Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the issuance of Equity Interests to any officer, director, employee or advances consultant of Holdings, the Borrowers or any of their respective Subsidiaries or any direct or indirect parent of Holdings or the Borrowers in connection with any Transaction, (d) [reserved], (e) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings, the Borrowers or any of their respective Restricted Subsidiaries to officersany Permitted Holder or to any director, directors and employees officer, employee or consultant of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, or as otherwise permitted under Section 8.7; 7.06, (df) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination loans and other employee benefit arrangements paid totransactions by Holdings, the Borrowers and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, Subsidiaries to the extent permitted by Section 8.6; under this Article VII, (fg) employment and severance arrangements entered into between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between the Borrower or any Restricted Subsidiary and any transactions pursuant to stock option plans and employee thereof; (g) any Restricted Payment permitted by Section 8.6; benefit plans and arrangements, (h) payments by Holdings, the Acquisition; Borrowers (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrowers (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (i) pledges the payment of Capital Stock customary fees and reasonable out of an Unrestricted Subsidiary pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of Holdings, the Borrowers and the Restricted Subsidiaries or any direct or indirect parent of Holdings and the Borrowers in the ordinary course of business to secure Indebtedness the extent attributable to the ownership or operation of such Unrestricted Subsidiary; Holdings, the Borrowers and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the provision of Cash Collateral Third Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings, the Lead Borrower or the entity making such payment in good faith, (m) the existence of, or the performance by any of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Third Restatement Effective Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Holdings, the Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Third Restatement Effective Date shall be permitted by this clause (m) only to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole, and (n) the transactions comprising Permitted RestructuringReceivables Financings.
Appears in 1 contract
Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among Loan Parties; the Borrower and the Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(a)(vi), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.06, (hix) transactions pursuant to the Acquisition; agreements set forth on Schedule 6.07 to the Existing Credit Agreement, and (ix) pledges of any transaction with an Affiliate (other than the Borrower or any Subsidiary) where the only consideration paid to such Affiliate is Qualified Capital Stock of an Unrestricted Subsidiary the Borrower including conversions pursuant to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringconvertible debt instrument.
Appears in 1 contract
Transactions with Affiliates. Enter into The Borrower shall not, and shall not permit any transaction of its Restricted Subsidiaries to, except as otherwise expressly permitted herein, do any of the following: (a) make any Investment in an Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (b) transfer, sell, lease, assign or otherwise dispose of any kind with asset to any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (c) merge into or consolidate with or purchase or acquire assets from any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (d) repay any Indebtedness to any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; or (e) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Borrower that is not a Guarantor (including guaranties and assumptions of obligations of any such Affiliate), whether or not except for (i) transactions in the ordinary course of business, other than business on fair and reasonable terms substantially as a basis no less favorable to the Borrower or such Restricted Subsidiary Guarantor as would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable an arm’s length transaction with a Person other than not an Affiliate, except (aii) transactions between salaries and other director or among Loan Parties; (b) transactions between employee compensation or among Restricted Subsidiaries that are not Loan Parties; (c) loans benefits to officers or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not of its Subsidiaries commensurate with current compensation and benefits levels, and (iii) indemnities of officers, directors and employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent its Subsidiaries permitted by Section 8.6their respective organizational documents and by applicable law; (f) employment arrangements entered into in the ordinary course of business between provided, however, that the Borrower shall not be prohibited under this Section 7.6 from (x) making payments of up to $5,000,000 per fiscal year to TXXX under the Management Services Agreement (or any Restricted Subsidiary and any employee thereof; another similar agreement) or (gy) any Restricted Payment permitted by Section 8.6; (h) performing its obligations under the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringTax Allocation Agreement.
Appears in 1 contract
Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Borrower and the Subsidiary Loan Parties; Parties (b) transactions or, in the case of intellectual property licenses, between or among Restricted Subsidiaries that are the Borrower and the Subsidiaries) not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.08, (hix) transactions with the Acquisition; NASD of the type described on Schedule 6.09 and (ix) pledges any issuance of Capital Stock common stock of an Unrestricted Subsidiary the Borrower to secure Indebtedness any holder of Convertible Notes upon conversion of such Unrestricted Subsidiary; (j) holder’s Convertible Notes in accordance with the provision terms of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthe Convertible Notes Documents.
Appears in 1 contract
Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially taken as a whole no less favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan Parties; , (b) transactions between or among Restricted Subsidiaries described on Schedule 7.09 hereto; provided, however, that are the foregoing exception shall not apply to any lease of real property with an Affiliate of a Loan Parties; Party described on Schedule 7.09 hereto, (c) loans or advances for commissions, travel and other similar purposes in the ordinary course of business to officersdirectors, directors officers and employees permitted under Section 8.7; employees, (d) the issuance of Equity Interests in the Parent or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (in each case in respect of Equity Interests in the Parent) to any officer, director, employee or consultant of the Parent or any of its Subsidiaries in all instances in the ordinary course of business of the Parent and the Borrower, (e) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances of securities of the Parent (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and 118 stock ownership plans approved (in each case in respect of Equity Interests in the Parent of the Parent or any of its Subsidiaries), (g) Restricted Payments permitted by Section 7.06, (h) Investments between the Borrower’s board of directors Loan Parties, to the extent permitted under Section 7.02, and (iii) any repurchases the incurrence of any issuances, awards or grants issued pursuant to clause (i), in each caseIndebtedness between Loan Parties, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring7.03.
Appears in 1 contract
Samples: Credit Agreement (Tilly's, Inc.)
Transactions with Affiliates. Enter into Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any transaction Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or not in the ordinary course greater of business, other than on fair $30,000,000 and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, 2.5% of Consolidated EBITDA except (a) transactions between at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or among Loan Partiessuch Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that are becomes a Restricted Subsidiary as a result of such transaction) not Loan Partiesinvolving any other Affiliate; (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.76.04; (d) payroll, travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower Parent or any Restricted Subsidiary, ; (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Parent or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)other transaction permitted hereunder; (e) (ig) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans plans; (h) any payments to any Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors and of the Parent in good faith; (iij) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted Restricted Payment and payments on Indebtedness not prohibited by Section 8.66.08; (fk) employment arrangements entered into [Reserved]; (l) transactions between and among the Parent and its Subsidiaries or the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between Parent or the Borrower and its direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in the Parent or the Borrower, as applicable, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (q) transactions set forth on Schedule 6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Parent or any Restricted Subsidiary and any employee thereofAffiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (gw) loans and advances to any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Parent Entity permitted under Section 8.3(aa6.4(ff) and payments and distributions of amounts therefrom; (kx) transactions contemplated by in which the Parent or any Permitted Foreign Receivables Facility documents; and Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (la) any Permitted Restructuringof this Section 6.09.
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (an “Affiliate Transaction”), whether or not in the ordinary course of business, involving aggregate consideration in excess of $10,000,000 other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, directors and employees permitted under Section 8.7; (d) the payment of reasonable [Reserved], (e) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower, any Parent Holding Company or any Restricted Subsidiary who are not employees thereof and their respective directors, officers, employees, managers, consultants or independent contractors (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of any Parent Holding Company or the Borrower or any Restricted Subsidiary, (g) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (h) Investments 220 permitted under Section 7.02, (i) any payments required to be made pursuant to the Purchase Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (k) transactions between a Borrower Party and other employee benefit arrangements paid to, and indemnities provided for any Person that is an Affiliate solely due to the benefit of, directors, officers or employees fact that a director of such Person is also a director of any Group MemberBorrower Party or any Parent Holding Company; provided, each however, that such director abstains from voting as a director of such Borrower Party or such Parent Holding Company, as the case may be, on any matter involving such other Person, (l) transactions between a Borrower Party and any Related License Corporation consistent with customary industry practices as determined by the Borrower in good faith, made in the ordinary course of businessbusiness or made pursuant to a Related License Corporation Management Agreement, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (im) any issuances issuance of securities Equity Interests, or other payments, awards or grants in cash, securities securities, Equity Interests or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board Board of directors and (ii) any repurchases Directors of any issuancesdirect Parent Holding Company or the Borrower, awards as the case may be, (n) transactions with wholly owned Subsidiaries for the purchase or grants issued pursuant to clause (i)sale of goods, in each caseproducts, to the extent permitted by Section 8.6; (f) employment arrangements parts and services entered into in the ordinary course of business between business, (o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business, (p) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (q) and any employee thereof; agreements entered into in connection with any transaction permitted pursuant to Section 7.02(j)(iv) or Section 7.06(n)(i) or (gii). For purposes of this Section 7.08, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.08(b) any Restricted Payment permitted if (x) such Affiliate Transaction is approved by Section 8.6; a majority of Disinterested Directors or (hy) in the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate Transaction.
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Transactions with Affiliates. Enter The MLP shall not, and shall not permit any Restricted Subsidiary to, enter into any transaction of with or make any kind with payment or transfer to any Affiliate of a Loan Party, except upon fair and reasonable terms no less favorable to the BorrowerMLP or such Restricted Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate of a Loan Party; provided that the foregoing restriction shall not apply to (a) transactions between or among the MLP and any Restricted Subsidiary or between or among Restricted Subsidiaries, whether (b) Investments permitted to be made pursuant to Section 8.04, including OpCo Working Capital Loans, and any Performance Guarantees issued by the MLP or not any Restricted Subsidiary to support obligations of any OpCo Entity, Unrestricted Subsidiary, Secured Joint Venture or JV Holdco, (c) Restricted Payments permitted to be made under Section 8.08, (d) transactions among the MLP and/or any Restricted Subsidiary, on one hand, and Sponsor and any Subsidiaries of Sponsor (other than the MLP and its Subsidiaries), Unrestricted Subsidiaries, OpCo Entities, JV Holdcos and Secured Joint Ventures, on the other hand, for administrative or operational services associated with the Midstream Business and allocation of overhead expenses, (e) any indemnification agreement or any similar arrangement entered into with directors, officers, consultants and employees of the MLP or any Restricted Subsidiary or any Affiliate thereof in the ordinary course of business and the payment of fees and indemnities to directors, officers, consultants and employees of the MLP or any Restricted Subsidiary in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in transactions contemplated by the ordinary course of business between Contribution Agreement and the Borrower or any Restricted Subsidiary and any employee thereof; Omnibus Agreement, (g) any Restricted Payment permitted by Section 8.6; OpCo LP Interest Drop-Down and (h) any drop-down of assets or Equity Interests by Sponsor to the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringMLP other than OpCo LP Interest Drop-Downs.
Appears in 1 contract
Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan Parties; Parties and, to the extent otherwise expressly permitted hereunder, intercompany transactions between Loan Parties and their Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; described on Schedule 7.09 hereto, (c) loans or advances for commissions, travel and other similar purposes in the ordinary course of business to officersdirectors, directors officers and employees permitted under Section 8.7; employees, (d) the issuance of Equity Interests in the Lead Borrower to any officer, director, employee or consultant of the Lead Borrower or any of its Subsidiaries, (e) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and insurance arrangements entered into for the benefit of directors, officers or employees of the Lead Borrower or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances of securities of the Lead Borrower (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by (in each case in respect of Equity Interests in the Lead Borrower’s board ) of directors the Lead Borrower or any of its Subsidiaries, and (iig) any repurchases of any issuancesentering into perpetual, awards or grants issued pursuant royalty-free (unless such royalty is payable to clause (ia Loan Party), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into irrevocable licenses of Intellectual Property rights with other Loan Parties and Subsidiaries in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringbusiness.
Appears in 1 contract
Samples: Credit Agreement (Kid Brands, Inc)
Transactions with Affiliates. Enter The Lead Borrower shall not, nor shall the Lead Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Lead Borrower, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $50,000,000, other than (a) loans and other transactions among Holdings, the Lead Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article 7, (b) on fair and reasonable terms substantially as favorable to the Lead Borrower or such Restricted Subsidiary as would be obtainable by the Lead Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the Transactions and the payment of Transaction Expenses as part of or advances in connection with the Transactions, (d) compensation and other customary arrangements relating to officersthe operation of the business of the Lead Borrower, directors any of its direct or indirect parent companies and employees its Restricted Subsidiaries, (e) Restricted Payments permitted under Section 8.7; 7.06 (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiaryother than Section 7.06(e)), Investments permitted under Section 7.02 and compensationprepayments redemptions, employmentpurchases, termination defeasances and other payments permitted by Section 7.10, (f) employment and severance arrangements between the Lead Borrower, any of its direct or indirect parent companies and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or consistent with past practice and transactions pursuant to equity-based plans and employee benefit plans and arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any (g) the payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant customary fees and reasonable out-of-pocket costs to, or the funding and indemnities provided on behalf of, employment agreementsdirectors, stock options managers, officers, employees and stock ownership plans approved by consultants of Holdings, the Borrower’s board Lead Borrower and the Restricted Subsidiaries (or any direct or indirect parent of directors and (iiHoldings) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between to the Borrower extent attributable to the ownership or operation of the Lead Borrower, any of its direct or indirect parent companies and the Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; Subsidiaries, (h) transactions pursuant to agreements in existence on the Acquisition; (i) pledges of Capital Stock of Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an Unrestricted Subsidiary amendment is not materially adverse to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by Lenders in any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.material respect,
Appears in 1 contract
Samples: Credit Agreement (CONDUENT Inc)
Transactions with Affiliates. Enter into Each Loan Party will conduct, and cause each of its Restricted Subsidiaries to conduct, any transaction or series of any kind related transactions involving aggregate consideration in excess of $10,000,000 with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than on fair and reasonable terms substantially as favorable to the Borrower any such transaction or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except series of transactions (ax) transactions between or among Loan Parties; (b) transactions between or solely among Restricted Subsidiaries that are not Loan Parties and (y) solely among the Loan Parties; ) on terms that are substantially as favorable to such Loan Party or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) [Reserved], (b) transactions permitted by Section 10.2.6, (c) loans or advances to officersthe payment of any Transaction Expenses, directors and employees permitted under Section 8.7; (d) the issuance of Stock or other Equity Interests of Holdings or any Parent Entity to the management of a Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries pursuant to arrangements described in clause (f) of this Section 10.1.10 or to any director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of Arrow Bidco, any of Arrow Bidco’s Subsidiaries or any direct or indirect parent of Arrow Bidco and the granting and performing of reasonable and customary registration rights, (e) loans, investments and other transactions by the Loan Parties and the Restricted Subsidiaries to the extent permitted under Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, and 10.2.7, (f) employment and severance arrangements between the Loan Parties and the Restricted Subsidiaries and their respective officers and employees in the Ordinary Course of Business, (g) payments by any Loan Party (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among such Loan Party (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Loan Party and the Restricted Subsidiaries, (h) [Reserved], (i) the payment of customary fees and reasonable out of pocket costs, fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future directors, managers, consultants, officers or and employees of the Loan Parties and the Restricted Subsidiaries (or any Group Member, each Parent Entity) in the ordinary course Ordinary Course of businessBusiness to the extent attributable to the ownership or operation of the Loan Parties and the Restricted Subsidiaries, provided that any payment (j) transactions pursuant to (x) permitted agreements in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); existence on the Closing Date and set forth on Schedule 10.1.10 and (e) (iy) any issuances of securities or other paymentsamendment to the foregoing to the extent such an amendment is not adverse, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each casetaken as a whole, to the extent permitted by Section 8.6; (f) employment arrangements entered into Lenders in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; material respect, (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; agreement or arrangement as in effect as of the Closing Date and (l) any Permitted Restructuring.disclosed on Schedule 128
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (other than transactions between or among the Borrower and a Subsidiary (including any entity that becomes a Subsidiary as a result of such transaction) (or any combination thereof)), whether or not in the ordinary course of business, other than except (i) transactions on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (aii) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment payments of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination perquisites and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees fringe benefits arising out of any Group Member, each employment or consulting relationship in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) making Restricted Payments permitted by this Agreement, (iiv) any issuances of securities or other payments, awards or grants payments (whether in cash, securities or otherwise pursuant toother property) by any non-Wholly-Owned Subsidiary, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of such Subsidiary, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases on account of any issuancesreturn of capital to such Subsidiary’s stockholders, awards partners or grants issued pursuant to clause members (ior the equivalent Person thereof), in each any such case, made to holders of Equity Interests in such Subsidiary (x) to the extent required pursuant to such Subsidiary’s Organization Documents or (y) to the extent such payment would have been permitted by Section 8.6; 7.06 had it constituted a Restricted Payment, (fv) employment arrangements entered into other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not adverse to the interests of the Lenders in their capacities as such) and (vii) transactions in the ordinary course of business between that comply with the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) requirements of the Acquisition; (i) pledges North American Securities Administrators Association’s Statement of Capital Stock Policy of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.Real Estate Investment Trusts. 104
Appears in 1 contract
Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower involving aggregate payments or consideration in excess of $1,000,000 for any individual transaction or series of related transactions, whether or not in the ordinary course of business, other than (a) transactions on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among amongst the Borrower and its Restricted Subsidiaries or any entity that are not Loan Parties; becomes a Restricted Subsidiary as a result of such transaction, (c) loans payment of reasonable compensation (including reasonable salary, bonus and other reasonable incentive arrangements) and stock option and other equity or advances to incentive award plans and employee benefit plans, practices and arrangements for directors, officers, directors employees, managers, consultants and employees permitted under Section 8.7; independent contractors, (d) the payment directors’ fees and reasonable out of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit on behalf of, directors, officers or employees officers, employees, consultants and independent contractors of any Group Memberthe Borrower and its Restricted Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) Restricted Payments permitted pursuant to Section 8.06, (f) Investments permitted by Section 8.02(b), Section 8.02(c), Section 8.02(g), Section 8.02(o), (g) Dispositions permitted by Section 8.05(h), (h) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth in Schedule 8.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) any issuances transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of securities goods or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i)services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate, (j) transactions in which the Borrower or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 8.09, (k) payments to or from, and transactions with, joint ventures (to the extent any employee thereof; (gsuch joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) any to the extent otherwise constituting an Investment or Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and this Agreement, (l) Indebtedness permitted by Section 8.03(j), and (m) transactions with an Escrow Borrower, including any Permitted RestructuringEscrow Funding Assignment, any Escrow Assumption and the entrance into any agreements related thereto so long as the proceeds of any related Indebtedness of the assets or Capital Stock acquired therewith are promptly contributed or otherwise transferred to the Borrower or a Subsidiary promptly upon the use of such proceeds.
Appears in 1 contract
Transactions with Affiliates. Enter into The Partnership will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Partnership or such Subsidiary than could be obtained on an arm’s length basis from unrelated third parties, provided that any transaction of any kind with any Affiliate approved by the conflicts committee of the BorrowerBoard of Directors of the General Partner as being fair to the Partnership or its respective Subsidiary shall be deemed to be entered at price and on terms and conditions not less favorable to the Partnership or such Subsidiary than could be obtained on an arm’s length basis from unrelated third parties, whether (b) transactions between or among the Loan Parties and their wholly owned Subsidiaries not involving any other Affiliate, (c) transactions permitted pursuant to this Agreement, including any Investment permitted by Section 6.04 and any Restricted Payment permitted by Section 6.07, (d) the payment of consulting or other fees to any Loan Party in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (de) the payment of reasonable customary fees to non-officer directors (or equivalents) of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted SubsidiaryGeneral Partner, (f) customary director, officer and compensation, employment, termination employee compensation (including bonuses) and other employee customary benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements paid to, and indemnities provided for the benefit of, directors, officers in each case incurred or employees of any Group Member, each entered into in the ordinary course of business, provided that any payment (g) the Loan Parties may enter into transactions with directors, officers and employees of the General Partner and the Loan Parties in respect the ordinary course of an Unrestricted Subsidiary shall count business so long as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans such material transaction has been approved by the Borrower’s board of directors or other applicable governing bodies of such Loan Parties and (ii) any repurchases if such transaction involves $500,000 or more (other than transactions permitted under Section 6.06(f)), then the Administrative Borrower shall provide a certificate of any issuancesa Responsible Officer certifying to the Administrative Agent that the board of directors or other applicable governing body has approved such transaction, awards or grants issued pursuant to clause (h) the Loan Parties may perform their respective obligations under (A) the Common Unit Purchase Agreement, dated as of May 19, 2014, between the Partnership and American Cemeteries Infrastructure Investors, LLC, (B) the Omnibus Agreement, dated as of September 20, 2004, as amended as of January 24, 2011, among certain Loan Parties and certain of their Affiliates, and (C) the Assignment Agreement, dated as of September 20, 2004, between XxXxxx De Leeuw & Co. IV, L.P. and the Partnership, (i), in each case, ) payments to the extent permitted by Section 8.6; General Partner for the purpose of paying ordinary course business expenses of the General Partner in an aggregate amount in any Fiscal Year not to exceed $1,000,000, (fj) employment arrangements transactions entered into in the ordinary course of business between or among the Borrower Loan Parties and their Subsidiaries and (A) a Cemetery Non-Profit pursuant to the Cemetery Non-Profit Management Agreement for such Cemetery Non-Profit or any Restricted Subsidiary (B) a Person pursuant to the Exclusive Management Agreement for such Person, and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and the issuance or sale of Equity Interests that are not Disqualified Equity Interests to an Affiliate so long as such issuance or sale does not result in a Change in Control, (l) the Loan Parties may enter into, pay the fees contemplated by, and perform other obligations under, the Loan Documents, the Fee Letters and any Permitted Restructuringtransactions contemplated thereby and (m) the C-Corporation Conversion. In no event shall any management, consulting or similar fee be paid or payable by the Partnership or any of its Subsidiaries to any Affiliate, except as specifically provided in this Section 6.06.
Appears in 1 contract
