Existing Affiliate Transactions Clause Samples
The 'Existing Affiliate Transactions' clause defines how transactions or agreements already in place between the parties and their affiliates are treated under the current contract. Typically, this clause clarifies whether such pre-existing arrangements will continue unaffected, be superseded, or require amendment to align with the new agreement. For example, it may specify that ongoing service contracts or supply agreements with affiliates remain valid unless expressly modified. Its core function is to prevent confusion or disputes by clearly addressing the status of prior affiliate dealings in light of the new contractual relationship.
POPULAR SAMPLE Copied 1 times
Existing Affiliate Transactions. 1. Amended and Restated Lease Agreement, dated October 11, 2010, by and between Motorbird Properties, LLC and ISP Sports, LLC, as amended by that Amendment (Letter Agreement), dated July 26, 2011. [Form of] ASSIGNMENT AND ASSUMPTION1 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility identified below (including any guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to...
Existing 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 C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J [Reserved] K Landlord Waiver and Consent Agreement L Intercreditor Agreement M Borrowing Base Certificate N-1 Form of Perfection Certificate N-2 Form of Perfection Certificate Supplement O Form of Access Grant and Easement Agreement This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May 2, 2005 is entered into by and among NEWPAGE CORPORATION, a Delaware corporation, as Borrower (“NewPageCo”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), and CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), UBS SECURITIES LLC (“UBSS”), as Joint Lead Arranger, Joint Bookrunner, and as Co-Syndication Agent (in such capacity, “Co-Syndication Agent”), WACHOVIA CAPITAL MARKETS, LLC, as Co-Syndication Agent (in such Capacity, “Co-Syndication Agent”), and BANK OF AMERICA, N.A., as Documentation Agent.
Existing Affiliate Transactions. Separation and Distribution Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and ▇▇▇▇.▇▇▇, Inc. Tax Sharing Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and ▇▇▇▇.▇▇▇, Inc. Employee Matters Agreement, dated as of August 20,2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and ▇▇▇▇.▇▇▇, Inc. Transition Services Agreement, dated as of August 20,2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and ▇▇▇▇.▇▇▇, Inc. Registration Rights Agreement, dated as of August 20, 2008, among HSN, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC. Spinco Assignment and Assumption Agreement, dated as of August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC. HSN, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Officer Telephone: ▇▇▇.▇▇▇.▇▇▇▇ Facsimile: 727.872.6060 Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇ Bank of America, N.A. ▇▇▇ ▇▇▇▇ ▇▇. Mail Code: TX1-492-14-14 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇ ▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Account No.: 1292000883 Ref: HSN, Inc. ABA# ▇▇▇▇▇▇▇▇▇ Bank of America, N.A. Agency Management ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ Mail Code: IL4-135-09-61 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Bank of America, N.A. Trade Operations ▇ ▇▇▇▇▇ ▇▇▇ Mail Code: PA6-580-02-30 ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ U.S. Bank National Association International Department ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Mail Code: SL-MO-L2IL Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Trade Services ▇▇▇▇ ▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇ Blvd Mail Code: D1109-011 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, ext. 102 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Bank of America, N.A. ▇▇▇ ▇▇▇▇ ▇▇. Mail Code: TX1-492-14-14 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Account No....
Existing Affiliate Transactions. Contract Receivables Purchase Agreement dated as of even date herewith between Conn Credit I, LP and Conn Appliances, Inc.
Existing Affiliate Transactions. Equity Subscription Agreement, dated as of June 1, 2016, by and among, IMG Worldwide Holdings, LLC, WME IMG China, LP and the other parties named therein.
Existing Affiliate Transactions. Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, dated as of May 4, 2005
Existing Affiliate Transactions. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is employed at Virtu Financial LLC as of March 1, 2011 as a Trader. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is the son of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the beneficiary of a trust that indirectly owns equity interests of Virtu Financial LLC.
Existing Affiliate Transactions. Freight services arrangement between Commercial Vehicle Group, Inc. and Group Transportation Services Holdings, Inc., dated as of August 18, 2008, approved by the Audit Committee of Commercial Vehicle Group, Inc. on April 21, 2008.
Existing Affiliate Transactions. Managing Director Agreement dated 21 January 2008 between B.V.B.A.-Office ▇▇▇▇▇▇▇▇▇.▇▇▇ and D-M-E Europe CVBA for the provision of managing director services by ▇▇▇▇▇ ▇▇▇▇▇▇▇, as amended 13 August 2014 to add the provision of such services for Ferromatik Milacron GmbH
Existing Affiliate Transactions. The items set forth on Schedule 6.04, Sections A4, B2, B3, B4 and B5.