Common use of Contracts with Affiliates Clause in Contracts

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that are not materially less favorable to the Borrower or such Restricted Subsidiary as would have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:

Appears in 10 contracts

Samples: Loan Agreement (Worldpay, Inc.), Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)

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Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Wholly-owned Subsidiaries), except ) on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:each other.

Appears in 3 contracts

Samples: Credit Agreement (Champion Industries Inc), Credit Agreement (Champion Industries Inc), Credit Agreement (Champion Industries Inc)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), ) except on terms that are not materially less favorable to the Borrower or such Restricted Subsidiary as would have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:

Appears in 2 contracts

Samples: First Lien Loan Agreement (Vantiv, Inc.), First Lien Loan Agreement (Vantiv, Inc.)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Wholly-Owned Subsidiaries), except ) on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:each other.

Appears in 2 contracts

Samples: Credit Agreement (Granite City Food & Brewery Ltd.), Credit Agreement (Granite City Food & Brewery LTD)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary of its Subsidiaries to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among any arrangement between the Borrower and/or its Restricted Subsidiaries), except and any Domestic Subsidiary or between any Domestic Subsidiary and any other Domestic Subsidiary) on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:each other.

Appears in 2 contracts

Samples: Credit Agreement (Cleveland Cliffs Inc), Credit Agreement (Cleveland Cliffs Inc)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), ) except on terms that are not materially less favorable to the Borrower or such Restricted Subsidiary as would have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:

Appears in 2 contracts

Samples: Loan Agreement (Fifth Third Bancorp), Loan Agreement (Fifth Third Bancorp)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:each other.

Appears in 2 contracts

Samples: Credit Agreement (Abraxis BioScience, Inc.), Credit Agreement (American Pharmaceutical Partners Inc /De/)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that each other other than the foregoing restrictions shall not apply to:MAPCO Services Agreement, the Refining Operating Agreement, the transfer permitted by Section 6.13(f) hereof and all arrangements referred to in clause (y) of Section 5.21.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

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Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary of its Subsidiaries to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to:each other.

Appears in 1 contract

Samples: Credit Agreement (Cleveland Cliffs Inc)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any material contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that are not materially and conditions less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts or agreements between Persons not affiliated with a Person that is not an Affiliateeach other; provided that all transactions or arrangements with Affiliates shall be assessed in light of, and taking into consideration, all related transactions with the foregoing restrictions shall not apply to:relevant Affiliate or Affiliates (including its or their Affiliates).

Appears in 1 contract

Samples: Credit Agreement (Cleveland Cliffs Inc)

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that each other, other than the foregoing restrictions shall not apply to:MAPCO Services Agreement, the Refining Operating Agreement, the Refining Marketing Agreement, the Pipeline Agreements, and all arrangements referred to in clause (y) of Section 5.21.

Appears in 1 contract

Samples: Delek US Holdings, Inc.

Contracts with Affiliates. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than by or among the Borrower and/or its Restricted Subsidiaries), except on terms that and conditions which are not materially less favorable to the Borrower or such Restricted Subsidiary as than would have been obtained be usual and customary in a comparable arm’s-length transaction similar contracts, agreements or business arrangements between Persons not affiliated with a Person that is not an Affiliate; provided that each other, other than the foregoing restrictions shall not apply to:MAPCO Services Agreement, the Refining Operating Agreement, the Refining Marketing Agreement and all arrangements referred to in clause (y) of Section 5.21.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

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