Contracts; Affiliate Transactions Sample Clauses

Contracts; Affiliate Transactions. (a) Except as set forth in Section 6.13(a) of the Buyer Disclosure Schedule, there are no written contracts, agreements, instruments or other legally binding and enforceable commitments to which Buyer, Buyer Parent or Buyer Parent GP is a party or is otherwise subject, as of the date hereof.
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Contracts; Affiliate Transactions. (a) Schedule 4.12 sets forth an accurate and complete list of each Contract (including any and all amendments thereto) to which the Parent or any Affiliate of the Parent is a party or bound, in each case, relating to the Business which (i) relates to the borrowing of money, the provision of Vault Cash or the guaranty of any obligation to borrow money or lease equipment; (ii) could reasonably be expected to involve revenues or expenditures in excess of $250,000 in any calendar year (excluding purchase and sale orders entered into in the ordinary course of business consistent with past practice); (iii) is a collective bargaining agreement; (iv) obligates the Business, including ACI and EFC (solely as it relates to the Canadian ATM Business), not to compete with any business or which otherwise restrains or prevents ACI and EFC (solely as it relates to the Canadian ATM Business) from carrying on any lawful business (excluding customary restrictive covenants contained in agreements identified pursuant to clause (ii) above); (v) relates to employment or severance between ACI or EFC and any U.S. Business Employee or Canadian Business Employee, respectively; or (vi) is otherwise material to the Business (collectively, the "Business Contracts"). All of the Business Contracts are enforceable by ACI or EFC as the contracting party thereto in accordance with their terms except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (b) is subject to applicable equitable principles (whether considered at law or in equity). All of the Business Contracts will be enforceable by the Purchasers, as applicable, immediately following the Closing, subject to the exceptions set forth in the immediately preceding sentence and subject to the receipt of any necessary consents. Neither ACI nor EFC is in breach or default under (and to the Knowledge of the Parent no event has occurred which with notice or the passage of time or both would constitute a breach or default under) any of the Business Contracts nor, to the Knowledge of the Parent, is any other party to any of the Business Contracts in default thereunder, excluding, however, in each instance, breaches or defaults which, in the aggregate, would not have a Material Adverse Effect. No consents, registrations, approvals, permits or authorizations are required to be obtained by the Parent or any of its Affi...
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Contracts; Affiliate Transactions. As of the date hereof and the Initial Closing, other than as specifically contemplated by the Transaction Agreements, (a) the Transferred Sponsor Subsidiary is not party to any contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, arrangements, agreements, indentures or joint ventures, whether written or oral and (b) there are no contracts existing between the Transferred Sponsor Subsidiary on the one hand and the Company or the Sponsor or any of their respective Affiliates, on the other hand.
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Contracts; Affiliate Transactions. 10 3.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . 11 3.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . 12 3.10
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Contracts; Affiliate Transactions. (a) Except as arise under contracts which Purchaser or any of its Affiliates is a party to or has countersigned its acceptance and approval and except as otherwise disclosed in Schedules 3.7(c) (Leased Real Property), 3.10(a) (Intellectual Property Rights), 3.10(b) (Licenses) (the "Covered Schedules") and Schedules 3.7(a)(1), (a)(2) and (b), there are no commitments, contracts or groups of related contracts, indentures or agreements to which any Licensee in respect of the Business is a party or by which any Licensee is bound that relates to the Business (hereinafter "Contracts") that (i) involve commitments by any Licensee for terms of 12 months or longer and that involve, or are reasonably likely to involve, payment by any Licensee or Asset Seller or to any Licensee in each case of more than US$200,000 in the aggregate in the case of any individual Contract or group of related Contracts, (ii) involve obligations of any Licensee for borrowed money or to maintain deposits or advances of any kind or evidenced by bonds, debentures, notes or similar instruments or guarantees or capital lease obligations or any other obligations upon which interest charges are customarily paid, other than those entered into in the ordinary course of business or those that involve commitments to lend not in excess of US$200,000, (iii) involve any non-compete agreement that will be applicable to any Licensee following the Closing, (iv) constitute material joint venture or partnership agreements or (v) constitute equipment or machinery financial leases in respect of equipment or machinery with an original asset value in excess of US$200,000. Each of the Contracts (including each of the Contracts listed on the Covered Schedules) is valid and binding on the respective Licensee that is a party thereto and, to the best of SALD's knowledge and belief, on each other party thereto, and is in full force and effect according to its terms, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Business Material Adverse Effect, and the Licensees that are parties thereto are not in default or breach under any such Contract, except where such default or breach would not, individually or in the aggregate, have a Business Material Adverse Effect. The consummation of the transactions contemplated by this Agreement shall not, by itself, cause any Contract to fail to continue in full force and effect without penalty or other adverse consequence.
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Contracts; Affiliate Transactions. (a) All contracts and agreements necessary and useful to the business of the Company and Spinwell are in full force and effect in all material respects. The Company and Spinwell are not in material default thereunder and no event has occurred which, whether with notice, lapse or time or otherwise, would constitute a default thereunder. Schedule 4.32 (a) contains a complete and correct list of all agreements, contracts, arrangements, understandings, transfers of assets or liabilities or other commitments or transactions to which the Company or Spinwell is a party or to which a Seller is a party which otherwise relate to the Company or Spinwell and/or the business thereof which either (x) involves performance of services or delivery of goods or materials by the Company or Spinwell of an amount or value in excess of $50,000; (y) involves performance of services or delivery of goods or materials to the Company or Spinwell of an amount or value in excess of $50,000 or (x) that was not entered into in the ordinary course of business and that involves expenditures or receipts of the Company or Spinwell in excess of $50,000;
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Contracts; Affiliate Transactions. (a) Schedule 3.14(a) sets forth an accurate, correct and complete list of the following Contracts (collectively, the “Material Listed Contracts”):
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Related to Contracts; 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 Contracts The Company will cause the termination, effective no later than the Effective Time, of the contracts or arrangements set forth on Schedule 9.06 without any further cost or Liability to the Company or its Subsidiaries (or, after the Effective Time, Buyer, the Surviving Corporation and their respective Affiliates).

  • 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)).

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • 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:

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

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

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

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