Burdensome Contracts With Affiliates. Except as otherwise permitted hereunder, no Borrower shall, nor shall it permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are, taken as a whole, materially less favorable to the Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other; provided however that the foregoing shall not prohibit (a) the payment of customary and reasonable directors’ fees to directors who are not employees of any Borrower or any of their Subsidiaries or an Affiliate, (b) any transaction between a Borrower or a Guarantor and an Affiliate that is a Borrower or a Guarantor which the U.S. Borrower reasonably determines in good faith is beneficial to the U.S. Borrower and is Subsidiaries taken as a whole and which is not entered into for the purpose of hindering the exercise by the Administrative Agent or the Lenders of any rights or remedies under this Agreement, (c) any employment agreement, employee benefit plan, stock option plan, officer and director indemnification agreement or any similar arrangement entered into by any Borrower or any Subsidiary in the ordinary course of business, or (d) loans to employees or officers in the ordinary course of business.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co)
