Affiliate and Employee Loans and Transactions Sample Clauses

Affiliate and Employee Loans and Transactions. The Company --------------------------------------------- shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with, or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of the Company's Stock, or any warrant, option or other right to acquire shares of the Company's Stock, or any securities convertible into the Company's Stock, to, any of its Affiliates; provided, that (a) the Company may borrow money from Ramsay Affiliates, provided -------- that the Indebtedness owed to any such Ramsay Affiliate is Subordinated Indebtedness meeting the requirements of the Senior Credit Agreement, and repay such Subordinated Indebtedness in accordance with the terms thereof (including the subordination provisions); (b) the Company and its Subsidiaries may engage in commercial transactions (including transfers of assets and lending or borrowing transactions) between or among the Company and its Subsidiaries (other than Permitted Joint Ventures and RMCI); (c) the Company and its Subsidiaries may engage in lending or borrowing transactions with RMCI provided that, prior to the Revolving Credit Commitment Adjustment Date, such transactions do not cause the intercompany accounts due to the Company from RMCI to exceed $14,500,000 at any time; (d) the Company and its Subsidiaries may engage in lending or borrowing transactions with TCV to the extent that such transactions do not cause the intercompany account due to the Company from TCV to exceed $10,100,000 at any time; (e) the Company and its Subsidiaries may make Investments in Permitted Joint Ventures to the extent permitted by Section 7.03(e) and, additionally, may provide legal, accounting, insurance and other shared services to the Permitted Joint Ventures of the types provided on the Closing Date and may lease Real Property to the Permitted Joint Ventures, all on terms that are no less favorable to the Company and its Subsidiaries than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of the Company or such Subsidiary; (f) the Permitted Joint Ventures may engage in commercial transactions with their Subsidiaries on terms that are no less favorable to the Permitted Joint Ventures than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of such Permitted Joint Venture; (g) the Company and it...
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Affiliate and Employee Loans and Transactions. SECTION 7.06 Liens............................................. 26 ----- SECTION 7.07 Sale of Stock and Assets.......................... 27 ------------------------ SECTION
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Affiliate and Employee Loans and Transactions. 13 SECTION 7.06 LIENS......................................................14 SECTION 7.07 SALE OF STOCK AND ASSETS...................................14 SECTION 7.08
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Affiliate and Employee Loans and Transactions. 37 SECTION 6.06.
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Affiliate and Employee Loans and Transactions. Borrower shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrower's Stock, or any warrant, option or other right to acquire shares of Borrower's Stock, or any security convertible into Borrower's Stock, to any Affiliate (including, without limitation, to Ramsay Affiliates in exchange for Series 1997-A Preferred Stock, Series B Bridge Notes and/or the Ramsay Subordinated Note) on terms that are no less favorable to Borrower than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrower; (b) Borrower's Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.15; (c) the Credit Parties may pay salary and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrower's Board of Directors or the compensation committee thereof; (
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Affiliate and Employee Loans and Transactions. Employment Agreements. -------------------------------------------------------------------- Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any management agreements, service agreements, lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers,
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Affiliate and Employee Loans and Transactions. None of the Loan Parties shall, directly or indirectly, enter into, assume or permit to exist any lending, borrowing or other commercial transaction with any of its Affiliates (other than another Loan Party) or employees, including payment of any management, consulting, servicing, advisory or similar fee, unless such transaction or series of related transactions is in accordance with Applicable Law (including financial assistance restrictions thereunder) and provided that: (a) if such transaction or series of related transactions is with any Affiliate of a Loan Party, (1) such transaction or series of related transactions is permitted by Section 6.15; or (2) such transaction or series of related transactions is on terms set out in writing that are no less favourable to the applicable Loan Party than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate of such Loan Party and, if such transaction or series of related transactions, other than transactions involving trade accounts incurred in the normal course of business, involves aggregate payments in excess of $250,000, or the Equivalent Amount, Borrower has provided to Agent the documentation evidencing such transaction or series of related transactions; and (b) if such transaction or series of related transactions is with any employee of any Loan Party, (1) such transaction or series of related transactions is permitted by Section 6.15; or (2) such transaction or series of related transactions consists of loans to such employee that are evidenced in writing and are made on an arm's length basis in the ordinary course of business for travel expenses and relocation expenses up to $50,000, or the Equivalent Amount, for any single employee and $500,000, or the Equivalent Amount, in the aggregate for all such employees of all Loan Parties at any one time outstanding.
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Affiliate and Employee Loans and Transactions. Employment --------------------------------------------------------- Agreements. Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers, directors or employees, including payment of any management, consulting, advisory or similar fee, other than on terms and conditions as favorable to such Person as would be obtainable by such Person at the time in a comparable arm's-length transaction with a Person other than an Affiliate or a Subsidiary; provided, that the foregoing shall not prohibit any -------- of the following: (a) loans by Borrower to its officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $50,000; (b) payment by Borrower and its Subsidiaries of reasonable compensation to their respective management employees as approved by their respective boards of directors; and (c) purchases by Borrower and its Subsidiaries from their respective Subsidiaries and Affiliates of raw materials to be used in their respective businesses, so long as such purchases are on terms and conditions as favorable to the purchaser as would be obtained by such Person in a comparable arm's length transaction with a Person other than an Affiliate or Subsidiary. Set forth in Schedule 6.4 is a list of ------------ all such lending, borrowing or other commercial transactions existing or outstanding as of the Closing Date.
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Affiliate and Employee Loans and Transactions. Employment Agreements. -------------------------------------------------------------------- Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any management agreements, service agreements, lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers, directors or employees, including, without limitation, payment of any management, consulting, advisory or similar fee; provided, however, Borrower may (i) on the Closing Date and on the date of -------- ------- any Acquisition Line Advance, extend a loan to Holdings to enable Holdings to pay a portion of the amount due to the applicable Sellers, such loan to be evidenced by a promissory note executed by Holdings and payable to Borrower, and (ii) extend loans to its officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $100,000.00, except as stated on Schedule 6.4. Set forth on ------------ Schedule 6.4 is a list of all such management agreements, service agreements, ------------ lending, borrowing or other commercial transactions existing or outstanding as of the Closing Date.
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Related to Affiliate and Employee Loans and Transactions

  • Employee Loans and Affiliate Transactions (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) 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; provided, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Prohibited Persons and Transactions Tenant represents and warrants that neither Tenant nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities.

  • Certain Transactions and Confidentiality Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Participation in Retirement and Employee Benefit Plans The Employee shall be entitled to participate in all plans relating to pension, thrift, profit-sharing, group life and disability insurance, medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or combinations thereof, in which the Bank's executive officers participate.

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