Common use of Affiliate Transactions Clause in Contracts

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 8 contracts

Samples: Credit Agreement (Mastech Digital, Inc.), Credit Agreement (Mastech Digital, Inc.), Credit Agreement (Mastech Digital, Inc.)

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Affiliate Transactions. Each of the No Loan Parties shall notshall, and no Loan Party shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 4 contracts

Samples: Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 4 contracts

Samples: Credit Agreement (Federated Investors Inc /Pa/), Credit Agreement (Blair Corp), Credit Agreement (Federated Investors Inc /Pa/)

Affiliate Transactions. Each of the The Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any an Affiliate of any a Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any a Loan Party or other Person) unless such transaction is is: (a)(1) not otherwise prohibited by this Agreement, is (2) entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is Lender, (3) in accordance with all applicable LawLaws or otherwise, or (b) described on Schedule 6.2.8.

Appears in 3 contracts

Samples: Credit Agreement (ExOne Co), Credit Agreement (ExOne Co), Credit Agreement (ExOne Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Revolving Credit Facility (Federated Hermes, Inc.), Revolving Credit Facility (Federated Investors Inc /Pa/), Credit Agreement (Federated Investors Inc /Pa/)

Affiliate Transactions. Each Except solely with respect to any Permitted Related Business Opportunities as previously disclosed to the Agent and each of the Lenders, each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (New Jersey Resources Corp), Term Loan Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Calgon Carbon Corporation), Credit Agreement (Calgon Carbon Corporation), Credit Agreement (Calgon Carbon Corporation)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (K12 Inc), Revolving Credit Facility (Sun Hydraulics Corp), Revolving Credit Facility Agreement (Sun Hydraulics Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (i) is in accordance with Section 8.2.7(iii), or (ii) is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Helios Technologies, Inc.), Credit Agreement (Helios Technologies, Inc.), Credit Agreement (Helios Technologies, Inc.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into directly or carry out indirectly, purchase, acquire or lease any transaction with property from, or sell, transfer or lease any property to, or otherwise deal with, any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreementthan a Borrower), is entered into except transactions in the ordinary course of business upon fair and reasonable arm’sbusiness, on an arm's-length basis on terms and conditions no less favorable than terms which are fully disclosed to the Administrative Agent and is in accordance with all applicable Lawwould have been obtainable from a Person other than an Affiliate.

Appears in 3 contracts

Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)

Affiliate Transactions. Each None of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate Affiliates of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which which, upon request, are fully disclosed to the Administrative Agent and (c) is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Revolving Credit Facility (Big Lots Inc), Revolving Credit Facility (Big Lots Inc), Credit Agreement (Big Lots Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Revolving Credit Facility (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc), Revolving Credit Facility (Ii-Vi Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-arm's length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Revolving Credit Facility (Brady Corp), Revolving Credit Facility Credit Agreement (Brady Corp), Credit Agreement (Suburban Lodges of America Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) with an Affiliate of such Person unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)

Affiliate Transactions. Each of the No Loan Parties Party shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any an Affiliate of any Loan Party (including including, without limitation, purchasing property or services from or selling property or services to to, any Affiliate of any Loan Party or other Person) unless such transaction (i) is not otherwise prohibited by this Agreement, (ii) is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent Bank and (iii) is in accordance with all applicable LawGovernmental Rules.

Appears in 3 contracts

Samples: Credit Agreement (Universal Stainless & Alloy Products Inc), Credit Agreement (Universal Stainless & Alloy Products Inc), Credit Agreement (Universal Stainless & Alloy Products Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries Specified Excluded Subsidiary to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to to, any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to to, any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Petroleum Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into directly or carry out indirectly, purchase, acquire or lease any transaction with property from, or sell, transfer or lease any property to, or otherwise deal with, any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreementthan a Borrower), is entered into except transactions in the ordinary course of business upon fair and reasonable business, on an arm’s-length basis on terms and conditions no less favorable than terms which are fully disclosed to the Administrative Agent and is in accordance with all applicable Lawwould have been obtainable from a Person other than an Affiliate.

Appears in 3 contracts

Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Revolving Credit Facility (Foster L B Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Rent Way Inc), Credit Agreement (Papa Johns International Inc)

Affiliate Transactions. Each Except as disclosed on Schedule 7.2.8, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Revolving Credit Facility (Retail Ventures Inc), Revolving Credit Facility (DSW Inc.)

Affiliate Transactions. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is (a) not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.,

Appears in 2 contracts

Samples: Credit Agreement (Alaska Communications Systems Group Inc), Second Lien Credit Agreement (Alaska Communications Systems Group Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to to, any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any an Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Tween Brands, Inc.), Credit Agreement (Too, Inc.)

Affiliate Transactions. Each Except solely with respect to any Permitted Related Business Opportunities as previously disclosed to the Agent and each of the Banks, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Revolving Credit Facility (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)

Affiliate Transactions. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business and upon fair and reasonable arm’s-length terms and conditions which that are fully disclosed no less favorable to the Administrative Agent such Loan Party or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a non-Affiliate, and is in accordance with all applicable Law.

Appears in 2 contracts

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

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Federated Investors Inc /Pa/), Credit Agreement (Breeze-Eastern Corp)

Affiliate Transactions. Each None of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate Affiliates of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed substantially as favorable to the Administrative Agent such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an Affiliate, and (c) is in accordance with all applicable LawLaw in all material respects.

Appears in 2 contracts

Samples: Revolving Credit Facility (Big Lots Inc), Credit Agreement (Big Lots Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any an Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) without the prior written consent of the Required Banks, unless such transaction (i) is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair (ii) constitutes a Permitted Affiliate Transaction, and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and (iii) is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Credit Agreement (WESTMORELAND COAL Co), Credit Agreement (Westmoreland Coal Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (EPAM Systems, Inc.), Credit Agreement (Park Electrochemical Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party, other than another Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Johnson Outdoors Inc)

Affiliate Transactions. Each Except as disclosed on Schedule 7.2.8, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (DSW Inc.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (CALGON CARBON Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party, other than another Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law; provided that nothing contained herein shall prohibit the Loan Parties from intercompany sales of inventory consistent with historical practices.

Appears in 1 contract

Samples: Credit Agreement (Johnson Outdoors Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including including, without limitation, purchasing property or services from from, or selling property or services to to, any Affiliate of any Loan Party Affiliate, Unrestricted Subsidiary, Unrestricted Joint Venture or other Person, but excluding compensation arrangements approved by such Loan Party's board of directors) and excluding Equity Contributions permitted under Section 8.2(g) unless such transaction is not otherwise prohibited by this Agreement, Agreement and is entered into in the ordinary course of business upon fair and reasonable arm’s-arm's length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Chase Industries Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Pegasystems Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party thereof (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless (i) such transaction is not otherwise prohibited by this Agreement, and (ii) such transaction either (a) would be entered into by a prudent Person in the position of such Loan Party or (b) is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Consol Energy Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (a) is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable LawLaw or (b) is otherwise permitted by this Agreement.

Appears in 1 contract

Samples: Credit Agreement (3d Systems Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent Lender and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Facility (Shotspotter, Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and (c) is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Papa Johns International Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarms-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Mine Safety Appliances Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement (including any intercompany transaction expressly permitted under this Agreement), is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Advanced Drainage Systems, Inc.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any an Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and on conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Churchill Downs Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is in accordance with all applicable Law, and (c) either is entered into with a Loan Party or, if entered into with a non-Loan Party, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Lawterms.

Appears in 1 contract

Samples: Credit Agreement (Park Electrochemical Corp)

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Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless Person)unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length arm%-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Lawlaw.

Appears in 1 contract

Samples: Credit Agreement (Whiteford Partners L P)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including including, without limitation, purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Personperson) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-arm's length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Zaring National Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (a) (i) is not otherwise prohibited by this AgreementAgreement and (ii) is consistent with past practice, or (b)(i) is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and (ii) is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Corrpro Companies Inc /Oh/)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries Hourglass Sands or High Point to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to to, any Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Hallador Energy Co)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (i) is in accordance with Section 8.2.7(iii), or (ii) is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Sun Hydraulics Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Calgon Carbon Corporation)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and (c) is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Too Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party thereof (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless (i) such transaction is not otherwise prohibited by this Agreement, and (ii) such transaction either (a) would be entered into by a prudent Person in the position of such Loan Party or (b) is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Consol Energy Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party Borrower or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Primesource Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is in accordance with all applicable Law, and (c) either is entered into with a Loan Party or, if entered into with a non-Loan Party, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Lawterms.

Appears in 1 contract

Samples: Credit Agreement (Park Electrochemical Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party or any Excluded Subsidiary or Affiliate thereof (including purchasing property or services from or selling property or services to any such Excluded Subsidiary, Affiliate thereof, or such Affiliate of any Loan Party or other PersonParty) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (O'Gara Group, Inc.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, does not involve any Specified Subsidiary, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Echo Global Logistics, Inc.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other PersonParty) unless such transaction (a) is not otherwise prohibited by this Agreement, (b) is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and (c) is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless ), except the following (and only if such transaction is not otherwise prohibited by any other provision of this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s): {N0221554 } - 81 -length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (DLH Holdings Corp.)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (a) is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable LawApplicable Law or (b) is otherwise permitted by this Agreement.

Appears in 1 contract

Samples: Credit Agreement (3d Systems Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any material transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any services) with an Affiliate of any that is not a Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-arm's length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Ii-Vi Inc)

Affiliate Transactions. Each Except solely with respect to any Permitted Related Business Opportunities as previously disclosed to the Agent and each of the Banks, each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (New Jersey Resources Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party thereof (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless (i) such transaction is not otherwise prohibited by this Agreement, and (ii) such transaction either (a) would be entered into by a prudent Person in the position of such Loan Party or (b) is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Paying Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Consol Energy Inc)

Affiliate Transactions. Each Except solely with respect to any Permitted Related Business Opportunities as previously disclosed to the Agent and each of the Banks, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (New Jersey Resources Corp)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party, other than another Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law; provided that nothing contained herein shall prohibit the Loan Parties from intercompany sales of inventory consistent with historical practices.

Appears in 1 contract

Samples: Credit Agreement (Johnson Outdoors Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Champion Enterprises Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement (including any intercompany transaction expressly permitted under this Agreement), is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Advanced Drainage Systems, Inc.)

Affiliate Transactions. Each of the Loan Parties The Borrowers shall not, and shall cause the other Loan Parties not permit any of its Subsidiaries to, at any time enter into or carry out any transaction with any member, manager, director, officer, employee, shareholder, or Affiliate of any Loan Party except (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Persona) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business transactions upon terms which are fair and reasonable and which shall be at least as favorable as would result in a comparable arm’s-length terms transaction with a Person not a member, manager, director, officer, employee, shareholder or Affiliate of such Loan Party and conditions which are fully disclosed to (b) transactions by and between the Administrative Agent and is in accordance with all applicable LawLoan Parties.

Appears in 1 contract

Samples: Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)

Affiliate Transactions. Each None of the Loan Parties and no other Subsidiary of a Loan Party shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, Agreement and is entered into in the ordinary course of business upon terms that are fair and reasonable arm’s-and at arm's length terms with respect to each Loan Party and under conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law., including those on Schedule 7.2.8. --------------

Appears in 1 contract

Samples: Convertible Revolving Credit Facility (Ptek Holdings Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’sarm's-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Facility (Respironics Inc)

Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Appears in 1 contract

Samples: Revolving Credit Agreement (EPAM Systems, Inc.)

Affiliate Transactions. Each of the The Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Personto) unless such transaction is except for: transactions not otherwise prohibited by this Agreement, is Agreement and entered into in the ordinary course of business upon fair and reasonable arm’sarm?s-length terms and conditions which are fully disclosed to the Administrative Agent and is conditions, in accordance with all applicable Law, and after the terms of which have been fully disclosed in writing to Agent in form and substance satisfactory to Agent.

Appears in 1 contract

Samples: Credit Agreement (Integrated Alarm Services Group Inc)

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