Affiliate Transactions; Inter-company Transactions Sample Clauses

Affiliate Transactions; Inter-company Transactions. Except for compensation and benefits provided to employees in the ordinary course of business, or disclosed in the Financial Information, (A) no officer, director, manager, partner, employees or other Affiliate of the Group Companies (other than the Asset Sellers) or, to the Knowledge of Seller, any Affiliate or family member of any such officer, director, manager, employee or partner is a party to any material Contract with the Group Companies or has any material interest in any property used by the Group Companies, and (B) there is no indebtedness owing to the Group Companies by any such officer, director, manager, partner, employees or other Affiliate of the Group Companies or any Affiliate or family member of any such officer, director, manager, employee or partner of the Group Companies.
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Affiliate Transactions; Inter-company Transactions. (a) Except for compensation and benefits provided to employees in the ordinary course of business, or disclosed on the Balance Sheet, (i) no officer, director, manager, partner, employee or other Affiliate of the Company or any Subsidiaries or Seller or its subsidiaries or any Affiliate or family member of any such officer, director, manager, employee or partner is a party to any Contract with the Company or any of the Subsidiaries or has any interest in any property used by the Company or any of the Subsidiaries, (ii) there is no indebtedness owing to the Company or any of the Subsidiaries by any such officer, director, manager, partner or other Affiliate or any Affiliate or family member of any such officer, director, manager, employee or partner of the Company or any of the Subsidiaries and (iii) there are no current or accrued Liabilities of the Company or any of the Subsidiaries to any such officer, director, manager, partner or other Affiliate or any Affiliate or family member of any such officer, director, manager, employee or partner that would survive the Closing Date.
Sample 1
Affiliate Transactions; Inter-company Transactions. Except for any benefits provided to employees in the ordinary course of business (including pursuant to any Employee Plan), (a) no officer, director, manager, partner or employee of the Company or any of its Subsidiaries is a party to any Contract with any Group Company or primarily related to the Business or has any material interest in any property or asset used in the Business by any Group Company, (b) there is no Indebtedness owing to any Group Company by any officer, director, manager, partner or employee of the Company or any of its Subsidiaries or any other Related Person, (c) there is no Indebtedness owing by any Group Company to any Related Person, nor has any Group Company made or committed to make any loan or extend or guarantee credit to or for the benefit of any Related Person (in each case, other than amounts, loans or guarantees that will be repaid or released in full prior to the Closing without any further obligation or liability on the part of any Group Company and in each case except as contemplated hereunder), (d) except the Shared Services and the types of property that will be made available under the Transition Services Agreement no Group Company uses any material property, tangible or intangible, that is owned or leased by a Related Person, and (e) other than this Agreement and the other Transaction Documents, none of the Group Companies are party to any material agreement or transaction with, or involving the making of any payment or transfer of assets to, any Related Person.
Sample 1

Related to Affiliate Transactions; Inter-company Transactions

  • 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 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.

  • Intercompany Transactions 72 Section 9.13

  • 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:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

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

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Acquisition Transaction 7.2 (a) Agreement ........................

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