Permitted Affiliate Transactions Sample Clauses

Permitted Affiliate Transactions. Promptly, but in no event more than 15 days after the consummation of the repurchase of the Company's common stock from the Parent Corporation and the issuance of new common stock of the Company to the Parent Corporation in the Permitted Affiliate Transactions, the Company shall deliver to the holders of the Notes a certificate which shall (i) set forth the valuation assigned to the shares of the Company's common stock in connection with the repurchase, (ii) the number of shares held by the Parent Corporation immediately preceding and immediately following the transaction, and (iii) state that the terms of the transaction comply with the requirements set forth in Section 6.13(b) and conform in all material respects to the description of the Permitted Affiliate Transactions. In addition, promptly, but in no event more than 15 days after the consummation of the repurchase of the Company's common stock from the Parent Corporation and the issuance of new common stock of the Company to the Parent Corporation in the Permitted Affiliate Transactions, the Company shall deliver to the holders of the Notes, a copy of the fairness opinion prepared by the financial advisor to the special committee of the Board of Directors."
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Permitted Affiliate Transactions. 1. Commercial Lease Agreement made and effective May 1, 2010, by and between W&A Enterprises, LLC (Landlord) and Quadrant Valve & Actuator, L.L.C. (Tenant). Building lease for #000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx beginning May 1, 2010 and ending April 30, 2015 for $3,250 per month.
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Permitted Affiliate Transactions. The provisions of Section 6.7(a) shall not apply to (i) the agreements listed on Schedule 6.7 as in effect on the Effective Date or any transaction contemplated thereby so long as any such agreement or transaction is not disadvantageous to the Lenders or (solely in respect of its interest in the transactions contemplated by this Agreement and its Participation) any Participant in any material respect; (ii) any transaction solely between or among Obligors provided that such transactions are not otherwise prohibited by this Agreement; (iii) reasonable and customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of an Obligor, as determined by the board of directors of such Obligor or the senior management thereof in good faith; (iv) any Restricted Payments permitted by Section 6.3; (v) transactions contemplated by any Alliance Agreements permitted hereunder; (vi) the Loan Documents and the transactions contemplated thereby; and (viii) transactions expressly contemplated by the Plan of Reorganization (without giving effect to any subsequent amendments to the terms governing such transactions), including, without limitation, the MP Loan Agreement. The Obligors’ rights under clause
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Permitted Affiliate Transactions. 1. Investments in Pathway Healthcare Services, Inc., per Schedule 1.2.
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Permitted Affiliate Transactions. (c) Not later than the date of making each Restricted Payment (other than Restricted Payments contemplated by clauses (ii), (iii) and (iv) of Section 4.7(b) above), the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted, and setting forth the basis upon which the calculations required by this Section 4.7 were computed, which calculations may be based upon the Company's latest available financial statements.
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Permitted Affiliate Transactions. Employment Agreement by and between Borrower and Xxxxx X. Xxxxxxx, effective as of May 1, 1997, as amended. Employment Agreement by and between Borrower and Xxxx Xxxxxxx, effective as of September 1, 1997, as amended. Employment Agreement by and between Borrower and Xxxxxxx X. Xxxxx, effective as of August 15, 2003, as amended. Employment Agreement by and between Borrower and Xxxxxx Xxxxxxx, effective as of April 1, 2006. The property leased by Borrower at 0000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx is owned by Xxxxxx, LLC, an entity controlled by Borrower’s employee, Xxxxx Xxxxxx. Business Management Agreement between W&W Supply Company of Florida, Inc. and Borrower dated as of May 1, 2003. Xxxxx Xxxxxx, an employee of Borrower, is the proprietor of W&W Supply Company of Florida. The property leased by Hawaii Mega-Cor., Inc. at 00-000 Xxxxxx Xxxxxx, Xxxx, Xxxxxx is owned by IN J LLC, a Hawaii limited liability company owned by Xxxx Xxxxx, an officer of Hawaii Mega-Cor., Inc. The property leased by Veterinarian’s Outlet Incorporated at 830 and 000 Xxxx Xxxx, Bakersfield, California is owned by Xxxx X. Xxxxxxxx, D. V.M. and Xxxxxx Xxxxxxxx Revocable Trust. Xxxx X. Xxxxxxxx is an employee is Borrower. The property leased by Borrower at 0000 Xxxxx “X” Xxxxxx, Xxxxxx, Xxxxxxxxxx is owned by Xxxx X. Xxxxxxxx, D.V.M. and Xxxxxx Xxxxxxxx Revocable Trust. Xxxx X. Xxxxxxxx is an employee is Borrower. Animal Health International, Inc. 2007 Stock Option and Incentive Plan. [Indemnification Agreements with Directors & Officers - Xxxxxxx Procter, LLP to provide] Borrower has severance agreements in place with the following individuals: Last Name First Name Agreement w/Severance Date Signed Xxxxx Xxxxx 6 months 12/14/00 Xxxxx Xxxx 6 months 11/19/02 Xxxxx Xxxx 6 months 03/01/00 Xxxxxxx Xxxx 6 months 12/11/00 Last Name First Name Agreement w/Severance Date Signed Xxxxxxx Xxxx 6 months 12/28/00 Xxxxxxx Xxxx 6 months 12/11/00 Xxxxxxx Xxxxx 6 months 12/5/00 Xxxxxxx Xxxxxx 6 months 06/30/02 Xxxxxxx Xxxx 6 months 12/05/00 Xxxxxxx Xxxxx 6 months 12/06/00 Xxxxxx Xxxxx 6 months 02/29/00 Xxxxxxxxxxx Xxx- 6 months 06/21/02 Xxxxxx Xxxx 6 months 07/05/02 Xxxxx Xxxxxx 6 months 11/18/02 Xxxxxxx Xxxx 6 months 11/16/02 Xxxxxxxx Xxx 6 months 12/08/00 Xxxxxxxxxx Xxxx 6 months 02/04/00 Xxxxxxxxx Xxxx 6 months 11/20/02 Xxxxx Xxxxx 6 months 02/28/00 Xxxxx Xxx 6 months 03/06/00 Xxxxx Xxxxxxx 6 months 03/03/00 Xxxxx Xxxx 6 months 02/28/00 XxXxxxx Xxxx 6 months 02/29/00 Xxxxxxx Xxxxxx 6 months...
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Permitted Affiliate Transactions. The words “Permitted Affiliate Transactions” mean any of the following: (1) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non affiliated Person; (2) compensation and benefit arrangements (including the granting of options or other equity compensation arrangements) approved by or pursuant to any plan approved by the board of directors of Borrower, and any indemnification arrangements with employees, officers, directors or consultants; (3) transactions between Borrower and a direct or indirect Subsidiary otherwise permitted by this Agreement; and (4) transactions that constitute Permitted Investments.
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Related to Permitted Affiliate Transactions

  • Affiliate Transactions Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

  • Affiliate Transfers (a) Subject to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

  • Limitation on Affiliate Transactions (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate of the Company (an “Affiliate Transaction”) unless:

  • Employee Loans and Affiliate Transactions (a) Other than a Permitted Sale-Leaseback, no Credit Party shall enter into or be a party to any transaction with any other Credit Party or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party. In addition, if any such transaction or series of related transactions involves payments in excess of $1,000,000 in the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions existing as of the date hereof are described in Disclosure Schedule (6.4(a)).

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Non-Arm’s Length Transactions Except as disclosed in the Prospectus and to the Agent, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with the Corporation. No officer, director or employee of the Corporation and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Corporation which could have a material adverse effect on the ability to properly perform the services to be performed by such person for the Corporation. Except as described in the Prospectus, no officer, director, employee or securityholder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation except for claims in the ordinary and normal course of the business of the Corporation such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Permitted Acquisition any Acquisition by any Borrower in a transaction that satisfies each of the following requirements: (a) such Acquisition is not a hostile acquisition or contested by the Person to be acquired; (b) the assets being acquired (other than a de minimis amount of assets in relation to Borrower’s and its Subsidiaries’ total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrower and its Subsidiaries or a business reasonably related thereto; (c) both before and after giving effect to such Acquisition, each of the representations and warranties in the Loan Documents is true and correct; (d) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such Acquisition; (e) as soon as available, but not less than 30 days prior to such Acquisition, the Borrowers have provided Agent (i) notice of such Acquisition and (ii) a copy of all available business and financial information reasonably requested by Agent including pro forma financial statements, statements of cash flow, and Availability projections; (f) not later than 15 Business Days prior to the anticipated closing date of such Acquisition, Borrowers shall have provided the Agent with copies of the acquisition agreement and other material documents relative to such Acquisition, which agreement and documents must be reasonably acceptable to Agent; (g) the aggregate purchase consideration payable (including deferred payment obligations, but excluding issuances of Equity Interests of Clearwater) in respect of all Acquisitions made during the term of this Agreement shall not exceed $50,000,000; (h) if such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary of a Borrower and, in accordance with Section 10.1.9, an Obligor pursuant to the terms of this Agreement; (i) if such Acquisition is an acquisition of assets, the Acquisition is structured so that an Obligor (or a newly organized Subsidiary that becomes an Obligor) shall acquire such assets; (j) the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States, or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States; (k) no Debt will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a result of such Acquisition, other than Debt permitted under Section 10.2.1 and no Liens will be incurred, assumed, or would exist with respect to the assets of Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens; and (l) both before and after giving effect to any such Acquisition, Modified Availability is greater than $50,000,000. In no event will assets acquired pursuant to a Permitted Acquisition constitute Eligible Accounts, Eligible Inventory or Eligible Semi-Finished Inventory prior to completion of a field examination and other due diligence acceptable to Agent in its discretion.

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