Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 24 contracts

Samples: Loan and Security Agreement (Geron Corp), Loan and Security Agreement (X4 Pharmaceuticals, Inc), Loan and Security Agreement (enGene Holdings Inc.)

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Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 23 contracts

Samples: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (HighPoint Resources Corp), Credit Agreement (Bill Barrett Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 10 contracts

Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Rosetta Resources Inc.), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and wholly-owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 8 contracts

Samples: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than another Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 8 contracts

Samples: Term Loan Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or such Subsidiary on a Restricted Subsidiary), other than upon fair and reasonable terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might could reasonably be obtained in an arm’s arms-length transaction from with a Person who that is not an Affiliate of Borrower or such Subsidiaryin accordance with prevailing industry customs and practices.

Appears in 7 contracts

Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower the Borrower) unless such transactions are otherwise permitted under this Agreement or such Subsidiary on are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 7 contracts

Samples: Credit Agreement (Atlas Energy, L.P.), Credit Agreement (Atlas Energy, L.P.), Credit Agreement (Atlas Resource Partners, L.P.)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, indirectly enter into or permit to exist exist, or permit any Subsidiary to directly or indirectly enter into or permit to exist, any material transaction of any kind with any Affiliate of Borrower or any Subsidiary except for transactions that are in the ordinary course of Borrower’s or such Subsidiary on Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might would be obtained in an arm’s length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiarynon-affiliated Person.

Appears in 7 contracts

Samples: Loan and Security Agreement (Portfolio Recovery Associates Inc), Loan and Security Agreement (Portfolio Recovery Associates Inc), Loan and Security Agreement (Portfolio Recovery Associates Inc)

Transactions with Affiliates. The Borrower shall will not enter into, and shall will not permit any Subsidiary toto enter into, directly any transaction, including, without limitation, the purchase, sale, or indirectly, enter into exchange of property or permit to exist any transaction the rendering of any kind service, with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to the Borrower or such Subsidiary, as except in the case may be, ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than those that might would be obtained in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 7 contracts

Samples: Loan Agreement (Home Solutions of America Inc), Credit Agreement (Home Solutions of America Inc), Loan Agreement (Industrial Holdings Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or (other than the Guarantors) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 6 contracts

Samples: Credit Agreement (HighPeak Energy, Inc.), Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Possession Credit Agreement (Halcon Resources Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 6 contracts

Samples: Credit Agreement (Pyramid Oil Co), Credit Agreement (Pyramid Delaware Merger Subsidiary, Inc.), Credit Agreement (Vanguard Natural Resources, LLC)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or such a Subsidiary on of the Borrower), except upon terms that are no less favorable to Borrower the Borrower, or such Subsidiary, as the case may be, than those that might would be reasonably expected to be obtained in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 6 contracts

Samples: Credit Agreement (Alleghany Corp /De), Credit Agreement (Alleghany Corp /De), Day Revolving Credit Agreement (Alleghany Corp /De)

Transactions with Affiliates. Borrower shall will not enter into, or permit to exist, and shall will not permit any Subsidiary to, directly or indirectly, to enter into or permit to exist exist, any transaction of transaction, arrangement or contract (including any kind lease or other rental agreement) with any Affiliate of Borrower or such Subsidiary its Affiliates which is on terms that which are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction are obtainable from a any Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 6 contracts

Samples: Loan Agreement (Sharps Compliance Corp), Loan Agreement (Sharps Compliance Corp), Loan Agreement (University General Health System, Inc.)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will it permit any Subsidiary 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 service) with any Affiliate of Borrower or such Subsidiary the Borrower, on terms that are less favorable to the Borrower or such that Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction at the time from a Person who is not such an Affiliate of Borrower or such Subsidiary.Affiliate; provided that the foregoing restriction will not apply to:

Appears in 5 contracts

Samples: Credit and Guaranty Agreement (Artivion, Inc.), Credit and Guaranty Agreement (Cohu Inc), Credit and Guaranty Agreement (Artivion, Inc.)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase or sale of any kind with property or service) with, or make any Affiliate payment or transfer to, any of its Affiliates (other than the Borrower or any Subsidiary) except in the ordinary course of business and upon terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to than the Borrower or such Subsidiary, as the case may be, than those that might be obtained Subsidiary could obtain in an arm’s a comparable arms-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarytransaction.

Appears in 5 contracts

Samples: Credit Facility Agreement (Belo Corp), Credit Agreement (Belo Corp), Credit Agreement (Belo Corp)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will it permit any Subsidiary 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 service) with any Affiliate of Borrower or such Subsidiary the Borrower, on terms that are less favorable to the Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction at the time from a Person who is not such an Affiliate of Borrower or such Subsidiary.Affiliate; provided that the foregoing restriction will not apply to:

Appears in 5 contracts

Samples: Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 5 contracts

Samples: Credit Agreement (Snyder's-Lance, Inc.), Credit Agreement (Pactiv Corp), Credit Agreement (Republic Services Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or a Subsidiary or an entity that becomes a Subsidiary as a result of such transaction), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might could be obtained in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.and except for the following:

Appears in 4 contracts

Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.)

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

Appears in 4 contracts

Samples: Term Loan Agreement (Healthcare Realty Trust Inc), Term Loan Agreement (Healthcare Realty Trust Inc), Credit Agreement (Healthcare Realty Trust Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 4 contracts

Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Term Loan Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, indirectly enter into any material transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property, the rendering of any kind service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Capital Stock in, or other Affiliate of, the Borrower or any of its Subsidiaries, or (b) any Affiliate of Borrower any such officer, director or such Subsidiary on terms that are less favorable to Borrower or such Subsidiaryholder, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.other than:

Appears in 4 contracts

Samples: Credit Agreement (Allegiance Bancshares, Inc.), Credit Agreement (Allegiance Bancshares, Inc.), Credit Agreement (Bok Financial Corp Et Al)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary; provided, however, that the foregoing shall not apply to any transactions expressly permitted by this Agreement.

Appears in 4 contracts

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Transactions with Affiliates. The Borrower shall not and not, nor shall not the Borrower permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower its Affiliates, whether or such Subsidiary on terms that are less favorable to Borrower or such Subsidiarynot in the ordinary course of business, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.other than:

Appears in 4 contracts

Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than a Loan Party), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 4 contracts

Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services Inc)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of any kind transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate of Borrower or such Subsidiary other than on terms that are less and conditions substantially as favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained obtainable in an arm’s a comparable arm's-length transaction from with a Person who is not other than an Affiliate of Borrower officer, director, shareholder or such SubsidiaryAffiliate.

Appears in 3 contracts

Samples: Credit Agreement (West Corp), Credit Agreement (West Corp), Credit Agreement (Mohawk Industries Inc)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of any kind transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate of Borrower or such Subsidiary Person other than on terms that are less and conditions substantially as favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained obtainable in an arm’s a comparable arm's-length transaction from with a Person who is not other than an Affiliate of Borrower officer, director, shareholder or such SubsidiaryAffiliate.

Appears in 3 contracts

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

Transactions with Affiliates. Except for intercompany Indebtedness otherwise permitted hereunder, the Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained obtainable in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 3 contracts

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

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or (other than the Subsidiary Guarantors) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (New Source Energy Partners L.P.), Credit Agreement (New Source Energy Partners L.P.)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any cause each Subsidiary to, directly or indirectlyto not, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate of the Borrower or such Subsidiary; provided, as however, that the case Borrower and any of its Subsidiaries may be, than those enter into Treasury Management Contracts with Affiliates of the Borrower under terms that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of the Borrower or such Subsidiarydeems reasonable under the circumstances.

Appears in 3 contracts

Samples: Loan Agreement (Elandia International Inc.), Loan Agreement (Elandia, Inc.), Loan Agreement (Elandia International Inc.)

Transactions with Affiliates. The Borrower shall not not, and shall not suffer or permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Dendrite International Inc), Master Credit Agreement (Matlack Systems Inc), Credit Agreement (Abc Naco Inc)

Transactions with Affiliates. Except as set forth on Schedule 7.22, Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind involving payments or consideration in excess of $10,000 with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 3 contracts

Samples: Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, Inc.)

Transactions with Affiliates. No Borrower shall not and shall not will, nor will any Borrower permit any Subsidiary to, directly or indirectly, enter into any lease or permit to exist any other transaction of any kind with any Affiliate of such Borrower or such Subsidiary (other than any other Borrower) on terms that are less favorable to such Borrower or such Subsidiary, as the case may be, Subsidiary than those that might which could reasonably be obtained in an arm’s length transaction at the time from a Person who is not an Affiliate of Borrower or such Subsidiarynon-Affiliate.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Dynamics Research Corp), Revolving Credit and Term Loan Agreement (Chemfab Corp), Revolving Credit and Term Loan Agreement (Dynamics Research Corp)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on the Borrower, except upon fair and reasonable terms that are no less favorable to Borrower than the Borrower, or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 3 contracts

Samples: Credit Agreement (Park National Corp /Oh/), Credit Agreement (Electromed, Inc.), Loan Agreement (Vitesse Semiconductor Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or such Subsidiary on terms (other than the Guarantors) other than transactions are otherwise permitted under this Agreement that are on fair and reasonable terms no less favorable to Borrower or such Subsidiary, as the case may be, Person than those that might be obtained such Person would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 3 contracts

Samples: Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase or sale of any kind with property or service) with, or make any Affiliate payment or transfer to, any of its Affiliates (other than the Borrower or any Subsidiary) except upon terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to than the Borrower or such Subsidiary, as the case may be, than those that might be obtained Subsidiary could obtain in an arm’s a comparable arms-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarytransaction.

Appears in 3 contracts

Samples: Revolving Credit Facility Agreement (Belo Corp), Credit Facility Agreement (Belo Corp), Amendment and Restatement Agreement (Belo Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of its Affiliates, except upon fair and reasonable terms no less favorable than the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 3 contracts

Samples: Credit Agreement (Galaxy Gaming, Inc.), Credit Agreement (Galaxy Gaming, Inc.), Credit Agreement (Gaming Partners International CORP)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to enter into or permit to exist any transaction of any kind transactions with any Affiliate of Borrower or such Subsidiary Affiliates on terms that are materially less favorable favourable to the Borrower or such Subsidiary, as the case may be, and any Restricted Subsidiary than those that might would be obtained found in comparable transactions with an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiaryunrelated Person.

Appears in 3 contracts

Samples: Credit Agreement (Nova Chemicals Corp /New), Credit Agreement (Nova Chemicals Corp /New), Credit Agreement (Nova Chemicals Corp /New)

Transactions with Affiliates. The Borrower shall not not, and shall cause each Subsidiary to not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained it would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan Agreement (Cascade Corp), Loan Agreement (Cascade Corp)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower the Borrower, except upon fair and reasonable terms no less favorable than the Borrower, or such Subsidiary on terms that are less favorable to Borrower or such Restricted Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

Samples: Credit Agreement (Universal Electronics Inc), Credit Agreement (Universal Electronics Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.Subsidiary except:

Appears in 2 contracts

Samples: Credit Agreement (Snyder's-Lance, Inc.), Credit Agreement (Snyder's-Lance, Inc.)

Transactions with Affiliates. Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, but not limited to, the sale or exchange of Property or the rendering of any kind service) with any Affiliate Affiliate, other than in the ordinary course of Borrower its business and upon substantially the same or such Subsidiary on better terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained it could obtain in an arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

Samples: Loan Agreement (Harte Hanks Inc), Loan Agreement (Harte Hanks Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as (other than the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.Loan Parties) unless

Appears in 2 contracts

Samples: Credit Agreement (Black Elk Energy Finance Corp.), Letter of Credit Facility Agreement (Black Elk Energy Finance Corp.)

Transactions with Affiliates. Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower Borrower, whether or such Subsidiary not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Borrower or such Subsidiary, Subsidiary as the case may be, than those that might would be obtained in an arm’s length transaction from a Person who is not an Affiliate of obtainable by Borrower or such SubsidiarySubsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate.

Appears in 2 contracts

Samples: Credit Agreement (Landsea Homes Corp), Credit Agreement (Landsea Homes Corp)

Transactions with Affiliates. (a) The Borrower shall will not and shall will not permit any Restricted Subsidiary to, to enter into directly or indirectlyindirectly any Material transaction or Material group of related transactions (including without limitation the purchase, enter into lease, sale or permit to exist any transaction exchange of properties of any kind or the rendering of any service) with any Affiliate of (other than the Borrower or such Subsidiary on terms that are less favorable to Borrower or such a Restricted Subsidiary) (an “Affiliate Transaction”), as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.unless:

Appears in 2 contracts

Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might could be obtained in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.and except for the following:

Appears in 2 contracts

Samples: Credit Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than the Borrower or a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 2 contracts

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

Transactions with Affiliates. Borrower agrees that it shall not enter into and shall not permit any Subsidiary to, directly or indirectly, to enter into or permit to exist any transaction of with or make any kind with payment or transfer to any Affiliate of Borrower or such Subsidiary on Borrower, except in the ordinary course of business and upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Person than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryBorrower.

Appears in 2 contracts

Samples: Credit Agreement (Cinco Resources, Inc.), Intercreditor Agreement (Cinco Resources, Inc.)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon terms that are less substantially as favorable to Borrower or such Subsidiary, it as the case may be, than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.Affiliate; provided that the foregoing shall not apply to:

Appears in 2 contracts

Samples: Term Loan Agreement (Linn Midwest Energy LLC), Credit Agreement (Linn Energy, LLC)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including without limitation, the purchase, sale, lease or permit to exist any transaction exchange of any kind Property, or the rendering of any service, with any Affiliate of the Borrower except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiarythe Borrower.

Appears in 2 contracts

Samples: Maverick Tube Corporation, Maverick Tube Corporation

Transactions with Affiliates. Borrower shall not The Borrowers will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit become party to exist any material transaction of any kind or arrangement with any Affiliate (including, without limitation, the purchase from, sale to or exchange of Borrower property with, or the rendering of any service by or for, any Affiliate), except pursuant to the reasonable requirements of such Subsidiary on Borrower’s or Subsidiary’s business and upon terms that which are less favorable to Borrower or fair and reasonable and in the best interests of such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Overseas Shipholding Group Inc), Credit Agreement (Overseas Shipholding Group Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly enter into, or indirectlycause, enter into suffer or permit to exist any transaction of any kind transaction, arrangement or contract with any Affiliate of Borrower or such Subsidiary its Affiliates (except for Guarantors and Wholly-Owned Subsidiaries) which is on terms that which are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in not on an arm’s arm's-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarybasis.

Appears in 2 contracts

Samples: Credit Agreement (Amc Entertainment Inc), Pledge Agreement (Amc Entertainment Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiarythe Borrower) (each, as the case may bean “Affiliate Transaction”), than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.unless

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Legacy Reserves Inc.), Term Loan Credit Agreement (Legacy Reserves Lp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Significant Subsidiary to, directly enter into, or indirectlycause, enter into suffer or permit to exist any transaction of any kind transaction, arrangement or contract with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to its Affiliates (except for Significant Subsidiaries) which would not be entered into by a prudent Person in the position of the Borrower or such Subsidiary, as the case may be, than those that might be obtained in or which is on terms which are not on an arm’s arms-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarybasis.

Appears in 2 contracts

Samples: Year Credit Agreement (Consol Energy Inc), Day Credit Agreement (Consol Energy Inc)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on the Borrower, except upon fair and reasonable terms that are no less favorable to Borrower than the Borrower, or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiarythe Borrower.

Appears in 2 contracts

Samples: Credit Agreement (MidWestOne Financial Group, Inc.), Credit Agreement (MidWestOne Financial Group, Inc.)

Transactions with Affiliates. Borrower shall not The Borrowers will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

Samples: Credit Agreement (Sanchez Energy Corp), Second Lien Term Credit Agreement (Sanchez Energy Corp)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary (other than transactions among Borrowers permitted under this Agreement) on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan and Security Agreement (Replimune Group, Inc.), Loan and Security Agreement (Replimune Group, Inc.)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary (other than transactions constituting a Permitted Investment, Permitted Indebtedness, a Permitted Transfer or a transaction permitted by Sections 7.7 or 7.9) on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Constellation Pharmaceuticals Inc)

Transactions with Affiliates. No Borrower shall not and shall not enter into, or permit any Subsidiary toto enter into, any transaction directly or indirectly, enter into indirectly with or permit to exist any transaction of any kind with for any Affiliate of a Borrower (other than another Borrower or such Subsidiary any Subsidiary) except (a) on terms that are less a basis no more favorable to Borrower or such Subsidiary, as the case may be, Affiliate than those that might would be obtained in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or (b) any transaction involving assets that are not material to the business and operations of the Borrowers or the Subsidiaries involved in such Subsidiarytransaction.

Appears in 2 contracts

Samples: Ch2m Hill Companies (Ch2m Hill Companies LTD), Agreement (Ch2m Hill Companies LTD)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Borrower, the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

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

Transactions with Affiliates. The Borrower shall not not, and shall not suffer or permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower (other than a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of the Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)

Transactions with Affiliates. Borrower shall will not enter into, and shall will not permit any Subsidiary toto enter into, directly any transaction, including, without limitation, the purchase, sale, or indirectly, enter into exchange of property or permit to exist any transaction the rendering of any kind service, with any Affiliate of Borrower Borrower, except in the ordinary course of and pursuant to the reasonable requirements of Borrower's or such Subsidiary on Subsidiary's business and upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as Subsidiary than is customary in the case may be, than those that might be obtained business in an arm’s length transaction from a Person who which Borrower is not an Affiliate of Borrower or such Subsidiaryengaged.

Appears in 2 contracts

Samples: Loan Agreement (Penson Worldwide Inc), Loan Agreement (Penson Worldwide Inc)

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Transactions with Affiliates. The Borrower shall not will not, and shall will ---------------------------- not permit any Significant Subsidiary to, directly enter into, or indirectlycause, enter into suffer or permit to exist any transaction of any kind transaction, arrangement or contract with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to its Affiliates (except for Significant Subsidiaries) which would not be entered into by a prudent Person in the position of the Borrower or such Subsidiary, as the case may be, than those that might be obtained in or which is on terms which are not on an arm’s arms-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarybasis.

Appears in 2 contracts

Samples: Senior Revolving Loan Agreement (Consol Energy Inc), Execution (Consol Energy Inc)

Transactions with Affiliates. Except as described on Schedule 7.22, Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan and Security Agreement (Century Therapeutics, Inc.), Loan and Security Agreement (Century Therapeutics, Inc.)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or (other than the Loan Parties) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

Samples: Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.Affiliate. Section 9.15

Appears in 2 contracts

Samples: Term Loan Agreement (Linn Energy, LLC), Credit Agreement (Linn Energy, LLC)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectlybecome a party to any transaction with an Affiliate, enter into or permit any Subsidiary so to exist any transaction of any kind with any Affiliate of do, unless the Borrower's or such Subsidiary's Managing Person shall have determined that the terms and conditions relating thereto are as favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as those which would be obtainable at the case may be, than those that might be obtained time in an arm’s a comparable arms-length transaction from with a Person who is not other than an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 2 contracts

Samples: Global Vacation Credit Agreement (Global Vacation Group Inc), Credit Agreement (Robotic Vision Systems Inc)

Transactions with Affiliates. Borrower shall will not enter into, and shall will not permit any Subsidiary toto enter into, directly any transaction, including, without limitation, the purchase, sale, or indirectly, enter into exchange of property or permit to exist any transaction the rendering of any kind service, with any Affiliate of Borrower or such Subsidiary on Subsidiary, except in the ordinary course of and pursuant to the reasonable requirements of Borrower's or such Subsidiary's business and upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might would be obtained in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 2 contracts

Samples: Loan Agreement (Dgse Companies Inc), Loan Agreement (Dgse Companies Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate (other than the Borrower or a wholly-owned Subsidiary) of the Borrower, except transactions (a) entered into in good faith and (b) at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might could be obtained in on an arm’s arm’s-length transaction basis from a Person who is not an Affiliate of Borrower or such Subsidiaryunrelated third parties.

Appears in 2 contracts

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

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, but not limited to, the sale or exchange of property or the rendering of any kind service) with any Affiliate of its Affiliates, other than in the ordinary course of business of Borrower or such any Subsidiary on and upon the same or similar terms that are less favorable to as Borrower or such Subsidiary, as the case may be, than those that might be obtained any Subsidiary could obtain in an arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such any Subsidiary.

Appears in 2 contracts

Samples: Loan Agreement (Venus Exploration Inc), Loan Agreement (Venus Exploration Inc)

Transactions with Affiliates. The Borrower shall not and not, nor shall not it permit any Subsidiary to, directly or indirectly, enter into or permit to exist 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 Subsidiary on terms that are less favorable to as would be obtainable by the Borrower or such Subsidiary, as Subsidiary at the case may be, than those that might be obtained time in an a comparable arm’s length transaction from with a Person who is not other than an Affiliate of Borrower or such Subsidiary.Affiliate, except for:

Appears in 1 contract

Samples: Credit Agreement (Analog Devices Inc)

Transactions with Affiliates. The Borrower shall not and shall not enter into, or permit any Subsidiary toto enter into, directly or indirectly, enter into or permit to exist any material transaction of any kind with any Affiliate of its Affiliates, other than transactions in the ordinary course of business and upon fair and reasonable terms not materially less favorable than Borrower or such Subsidiary on terms that are less favorable could obtain or could become entitled to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s arm’s-length transaction from with a Person who is that was not an Affiliate its Affiliate, all in compliance with all rules and regulations of Borrower or such Subsidiaryany Governmental Authority.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bok Financial Corp Et Al)

Transactions with Affiliates. Other than transactions between Borrowers otherwise permitted by this Agreement, Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (enGene Holdings Inc.)

Transactions with Affiliates. Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might be obtained in an arm’s arm's-length transaction at the time from a Person Persons who is are not an Affiliate of Borrower or such Subsidiary.Affiliate, except as permitted under Sections 6.3 and 6.8 and as follows:

Appears in 1 contract

Samples: Loan Agreement (Fairfield Manufacturing Co Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of any kind transactions with any Affiliate of other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary on terms that are less favorable to as would be obtainable by the Borrower or such Subsidiary, as Subsidiary at the case may be, than those that might be obtained time in an arm’s a comparable arm's-length transaction from with a Person who is not other than an Affiliate of Borrower or such Subsidiary.Affiliate; provided, however, that:

Appears in 1 contract

Samples: Credit Agreement (Amerus Group Co/Ia)

Transactions with Affiliates. Other than in respect of transactions among and between the Borrowers and the Subsidiaries, neither Borrower shall not shall, and shall not suffer or permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower either Borrower, except upon fair and reasonable terms no less favourable to such Borrower, or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of the applicable Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Zemex Corp)

Transactions with Affiliates. Borrower shall not not, and shall not suffer or permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on Borrower, except upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might be obtained would obtain in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Vista Eyecare Inc)

Transactions with Affiliates. The Borrower shall not and shall not will not, nor will it permit any Subsidiary to, directly or indirectly, enter into any transaction, with any Affiliate, or permit any Subsidiary to exist enter into any transaction transaction, except in the ordinary course of any kind with any Affiliate and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm's-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Senior Revolving Credit Agreement (Enesco Group Inc)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of property or the rendering of any kind service, with any Affiliate Subsidiary (other than wholly- owned Subsidiaries) or any Affiliate, unless such transaction is in the ordinary course of Borrower the Borrower's or such Subsidiary on Subsidiary's business and is upon terms that are no less favorable to the Borrower or such Subsidiary, as the case may be, than those that might be obtained it would obtain in an a comparable arm’s 's length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Credit Agreement (Alpha Technologies Group Inc)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary, except for (a) transactions permitted under Section 7.7, (b) Permitted Investments and (c) transactions among Borrower and any of its Subsidiaries that has executed a Joinder Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Genocea Biosciences, Inc.)

Transactions with Affiliates. (a) The Borrower shall will not and shall will not permit any Restricted Subsidiary to, directly or indirectly, to enter into or permit to exist 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 (other than the Borrower or such a Subsidiary on terms that are less favorable to Borrower or such SubsidiaryGuarantor) (an “Affiliate Transaction”), as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.unless:

Appears in 1 contract

Samples: Credit Agreement (Tetra Technologies Inc)

Transactions with Affiliates. The Borrower shall not and not, nor shall not it permit any Subsidiary to, directly or indirectly, indirectly enter into or permit to exist 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 Subsidiary on terms that are less favorable to as would be obtainable by the Borrower or such Subsidiary, as Subsidiary at the case may be, than those that might be obtained time in an a comparable arm’s length transaction from with a Person who is not other than an Affiliate of Borrower or such Subsidiary.Affiliate, except for

Appears in 1 contract

Samples: Altera Credit Agreement (Altera Corp)

Transactions with Affiliates. The Borrower shall not and shall will not permit any Subsidiary to, directly or indirectly, to enter into any Material transaction or permit to exist any transaction Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate of (other than the Borrower or another Subsidiary), except upon fair and reasonable terms not materially less favorable to the Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might would be obtained obtainable in an arm’s a comparable arm’s–length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Lennox International Inc)

Transactions with Affiliates. Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including without limitation the purchase or sale of any kind with property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favor to Borrower or such Subsidiary on terms that are less favorable to than Borrower or such Subsidiary, as the case may be, than those that might be obtained Subsidiary would obtain in an arm’s a comparable arms-length transaction from a Person who is not an Affiliate of Borrower or such Subsidiarytransaction.

Appears in 1 contract

Samples: Forbearance Agreement (Gametech International Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate of Borrower or (other than the Guarantors) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Credit Agreement (Approach Resources Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, whether or permit to exist any transaction not in the ordinary course of any kind business, with any Affiliate of Borrower or such Subsidiary other than on terms that are less and conditions at least as favorable to Borrower the Borrower, or such the affected Subsidiary, as the case may be, than those that might would be obtained in through an arm’s arms' length transaction from a Person who is not negotiation with an Affiliate of Borrower or such Subsidiaryunaffiliated third party.

Appears in 1 contract

Samples: Credit Agreement (Payless Cashways Inc)

Transactions with Affiliates. Borrower shall not and not, nor shall not it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate Affiliate, officer, director, stockholder, Subsidiary or employee of Borrower or a Material Subsidiary except in the ordinary course of business and pursuant the reasonable requirements of Borrower's or such Subsidiary on Material Subsidiary's business, upon terms that and conditions which are less favorable fair and reasonable to Borrower or such Subsidiary, as Material Subsidiary and which are not less favorable than obtainable at the case may be, than those that might be obtained time in an arm’s a comparable arm's-length transaction from with a Person who is not other than an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Assignment Agreement (Platinum Technology Inc)

Transactions with Affiliates. Borrower shall not not, and shall cause each Material Subsidiary to not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on Borrower, except upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might be obtained it would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.. Notwithstanding the foregoing to the contrary:

Appears in 1 contract

Samples: www.dwt.com

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary. SECTION 8.

Appears in 1 contract

Samples: Loan and Security Agreement (Tricida, Inc.)

Transactions with Affiliates. No Borrower shall not and shall not will, nor will any Borrower permit any Subsidiary to, directly or indirectly, enter into any lease or permit to exist any other transaction of any kind with any Affiliate of such Borrower or such Subsidiary (other than and excluding any transaction between such Borrower and any other Borrower) on terms that are less favorable to such Borrower or such Subsidiary, as the case may be, Subsidiary than those that might which could reasonably be obtained in an arm’s length transaction at the time from a Person who is not an Affiliate of Borrower or such Subsidiarynon-Affiliate.

Appears in 1 contract

Samples: Revolving Credit Agreement (Dynamics Research Corp)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist engage in any material transaction of any kind with any Affiliate of its affiliates except transactions entered into in the ordinary course of business of the Borrower or such Subsidiary on terms that which are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might be obtained which would have been obtainable at the time in an arm’s arm's-length transaction from a Person who is not an Affiliate of Borrower or transactions with Persons other than such Subsidiaryaffiliates.

Appears in 1 contract

Samples: Credit Agreement (Cabot Oil & Gas Corp)

Transactions with Affiliates. Borrower shall not The Borrowers will not, and shall will not permit any Subsidiary to, directly or indirectly, enter either into or permit to exist any transaction or agreement (including, without limitation, the purchase, sale, distribution, lease or exchange of any kind property or the rendering of any service) with any Affiliate Affiliates of a Borrower or such of any Subsidiary, other than a wholly-owned Subsidiary of a Borrower, on terms that are less favorable to such Borrower or such a Subsidiary, as the case may be, than those that which might be obtained in an arm’s length at the time of such transaction from a Person who is not such an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Purchase Agreement (Veridium Corp)

Transactions with Affiliates. Borrower shall will not enter into, and shall will not permit any Subsidiary toto enter into, directly any transaction, including, without limitation, the purchase, sale, or indirectly, enter into exchange of property or permit to exist any transaction the rendering of any kind service, with any Affiliate of Borrower or such Subsidiary on Subsidiary, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, Subsidiary than those that might would be obtained in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.

Appears in 1 contract

Samples: Loan Agreement (Dgse Companies Inc)

Transactions with Affiliates. Borrower shall not and shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary.. 7.21

Appears in 1 contract

Samples: Loan and Security Agreement (X4 Pharmaceuticals, Inc)

Transactions with Affiliates. The Borrower shall will not, and will not and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into any material transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of property or the rendering of any kind service with any Affiliate of the Borrower or such Subsidiary on terms (other than a Restricted Subsidiary), other than arm's-length transactions with Affiliates that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiaryotherwise permitted hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Worthington Industries Inc)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase or permit to exist any transaction Disposition of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, it than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Possession Credit Agreement (Aurora Oil & Gas CORP)

Transactions with Affiliates. The Borrower shall not not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower the Borrower, except upon fair and reasonable terms no less favorable than the Borrower, or such Subsidiary on terms that are less favorable to Borrower or such Restricted Subsidiary, as the case may be, than those that might be obtained would obtain in an arm’s a comparable arm’s-length transaction from with a Person who is not an Affiliate of Borrower or such SubsidiaryAffiliate.

Appears in 1 contract

Samples: Credit Agreement (Universal Electronics Inc)

Transactions with Affiliates. The Borrower shall will not, and will not and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into any material transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of property or the rendering of any kind service with any Affiliate of the Borrower or such Subsidiary on terms (other than a Restricted Subsidiary), other than arm’s-length transactions with Affiliates that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiaryotherwise permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (Worthington Industries Inc)

Transactions with Affiliates. No Borrower shall not and or shall not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of any Borrower or such Subsidiary on terms that are less favorable to Borrower Borrowers or such Subsidiary, as the case may be, than those that might be obtained in an arm’s length transaction from a Person who is not an Affiliate of a Borrower or such Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (RumbleON, Inc.)

Transactions with Affiliates. The Borrower shall not and shall not permit any enter, or cause or allow a Relevant Subsidiary to, directly or indirectly, enter into or permit to exist hold any transaction with an affiliate of any kind with any Affiliate of Borrower or such Subsidiary on the Borrower, unless the same be held in fair and reasonable terms that are no less favorable to Borrower or such Subsidiary, as the case may be, than those that might Subsidiary of which can be obtained in an arm’s length a independent market transaction from with a Person who is not person other than an Affiliate of the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Loan Agreement (Gruma Sab De Cv)

Transactions with Affiliates. The Borrower shall not will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or permit to exist any transaction exchange of Property or the rendering of any kind service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of Borrower or the Borrower) unless such Subsidiary on transactions are otherwise permitted under this Agreement and are upon terms that are less substantially as favorable to Borrower or such Subsidiary, it as the case may be, than those that might be obtained it would obtain in an a comparable arm’s length transaction from with a Person who is not an Affiliate of Borrower or such Subsidiary.Affiliate; provided that the foregoing shall not apply to:

Appears in 1 contract

Samples: Credit Agreement (Linn Energy, LLC)

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