Limitation on Transactions with Affiliates and Related Persons Sample Clauses

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "AFFILIATE TRANSACTION"), unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business including ordinary course loans to employees not to exceed: (i) $5 million outstanding in the aggregate at any time, and (ii) $2 million to any one employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of: (i) the Company from the Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other...

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Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into directly or indirectly any transaction with any of their respective Affiliates or Related Persons (other than the Company or a Restricted Subsidiary of the Company), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service, or the making of any guarantee, loan, advance or Investment, either directly or indirectly, involving aggregate consideration in excess of $2.0 million unless a majority of the disinterested directors of the Board of Directors of the Company determines, in its good faith judgment evidenced by a resolution of such Board of Directors filed with the Trustee, that the terms of such transaction are at least as favorable as the terms that could be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $20.0 million the Company shall also obtain, prior to the consummation of the transaction, the favorable opinion as to the fairness of the transaction to the Company or such Restricted Subsidiary, from a financial point of view from an independent financial advisor. The provisions of this covenant shall not apply to (i) transactions permitted by Section 4.06 and (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors and employees of the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors or authorized executive officers, as the case may be, of the Company.

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Limitation on Transactions with Affiliates and Related Persons. The Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Related Person or with any Affiliate of the Guarantor or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not a Related Person or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Guarantor or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Guarantor or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Guarantor and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; and (iii) any payments or other transactions pursuant to any tax-sharing agreement between the Guarantor and any other Person with which the Guarantor files a consolidated tax return or with which the Guarantor is part of a consolidated group for tax purposes. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section and not covered by clauses (ii) through (iii) of this paragraph must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above unless the aggregate amount of such transaction is less than $5 million in value.

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Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly enter into any transaction not in the ordinary course of business (including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance) involving aggregate consideration in excess of $200,000, with any Affiliate or Related Person of the Company (other than the Company or a Restricted Subsidiary of the Company), unless the Board of Directors shall determine in its reasonable good faith judgment and evidenced by a Board Resolution filed with the Trustee that: (1) such transaction is in the best interests of the Company or such Restricted Subsidiary; and (2) such transaction is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate or a Related Person; provided that the payment of discretionary annual bonuses pursuant to the Management Services Agreement may be made only if, immediately after giving effect to such payment, the Company could Incur at least $1.00 of additional Debt pursuant to the first paragraph of Section 1008. Notwithstanding the foregoing, this Section 1014 will not apply to (i) transactions between the Company and any of its Restricted Subsidiaries or between its Restricted Subsidiaries, (ii) any payments or transactions permitted pursuant to Section 1010, (iii) the payment of reasonable annual compensation and reasonable and customary fees to directors or executive officers of the Company or any of its Restricted Subsidiaries, (iv) payments for management fees (not to exceed a base fee of $50,000 per month for these services, subject to annual automatic increases based upon the consumer price index) and reimbursements for reasonable costs, charges or expenses by the Company to Southwestern Holdings, Inc. in accordance with the terms of the Management Services Agreement and (v) payments pursuant to any tax sharing agreement or arrangement among the Company and all or any of its Subsidiaries or among all or any of its Subsidiaries.

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Limitation on Transactions with Affiliates and Related Persons. The Company will not, and will not permit any Subsidiary of the Company to, directly or indirectly enter into any transaction (including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance, but excluding transactions between the Company and Wholly-Owned Subsidiaries of the Company), with any Affiliate or Related Person, unless: (i) the terms of such transaction are in the best interests of the Company or such Subsidiary; and (ii) such transaction is on terms no less favorable to the Company or such Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or a Related Person; which determination (a) shall be made by the Board of Directors of the Company in good faith and evidenced by a Board Resolution where such transaction involves aggregate consideration of U.S.$20 million or more or (b) shall be evidenced by an Officers' Certificate where such transaction involves aggregate consideration of less than U.S.$20 million but more than U.S.$5 million.

Limitation on Transactions with Affiliates and Related Persons. Other than the Company Documents and the Operative Agreements to which the Company is a party on the Closing Date and other than investments permitted under the definition of Permitted Investments, the Company shall not directly or indirectly enter into any transaction (including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance), with any Affiliate, unless its Board of Directors shall determine in its good faith judgment and evidenced by a Board Resolution that: (1) the terms of such transaction are in the best interests of the Company; and (2) such transaction is on terms no less favorable to the Company than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate of the Company.

Limitation on Transactions with Affiliates and Related Persons. Neither Holdings nor any Company shall, directly or indirectly: enter into or permit to exist any transaction (in- cluding, without limitation, the purchase, sale, lease or exchange of any Property, the rendering of any service, or a merger, Acquisition or other consolidation), with or for the benefit of any Affiliate or any Related Person (an "AFFILIATE TRANSACTION") unless such Affiliate Transaction is (i) otherwise not prohibited under this Agreement, (ii) in the ordinary course of business and (iii) on fair and reasonable terms that are not less favorable to such Company than those that are reasonably obtainable at the time in an arm's-length transaction with a Person that is not such an Affiliate that, EXCEPT that, notwithstanding the foregoing, each of the following shall be permitted: (a) loans or advances to employees permitted by Section 9.09 and Dividend Payments permitted by Section 9.10; (b) fees and compensation paid to, and customary indemnity and reimbursement provided on behalf of, officers, directors and employees of any Company in the ordinary course of business; (c) the transactions and agreements in existence on the Closing Date and listed in SCHEDULE 9.15 (as such agreements are in effect on the Closing Date, the "EXISTING AFFILIATE Agreements") and any amendment thereto that is not disadvantageous to the Lenders in any material respect; (d) any employment agreements entered into by any Company or stock option agreements entered into by Holdings in the ordinary course of business and (e) transactions between or among Borrower and Qualified Subsidiaries.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction after the date of this Indenture with any Affiliate or Related Person of the Company unless (i) such Affiliate or Related Person is (both before and after such transaction) (a) a Wholly Owned Subsidiary of the Company or (b) another Subsidiary of the Company the minority interests in which are not held by any Affiliate or Related Person of the Company; (ii) such transaction is the payment of directors' fees; (iii) such transaction is the entering into of a laboratory services agreement in the ordinary course of the Company's or a Restricted Subsidiary's business on terms that are no less favorable to the Company or such Restricted Subsidiary as those that could be obtained in a comparable arm's length transaction; (iv) such transaction is the entering into a compensation arrangement between the Company or a Restricted Subsidiary and one of its employees, which transaction is approved by the Compensation Committee (or other similar committee) of the Board of Directors; (v) the transaction contemplated by clause (ix) of the definition of Permitted Investments; or (vi) the following action is taken: (a) if the total consideration paid by the Company or such Restricted Subsidiary in such transaction (or series of transactions) of which it is a part (including cash, the fair value of non-cash property and the principal amount of any Debt assumed) (the "Consideration") is less than $5 million, then a duly authorized executive officer of the Company will deliver an Officers' Certificate within 10 days of such transaction (or series of transactions) wherein such officers certify on behalf of the Company that in their good faith judgment the terms of the transaction (or series of transactions) are in the best interests of the Company and are no less favorable to the Company than those that could be obtained in a comparable arm's length transaction (or series of transactions) with an entity that is not an Affiliate or a Related Person; (b) if the Consideration is between $5 million and $15 million, then the determinations referred to in Clause (a) above shall be made by a majority of the disinterested members of the Board of Directors and evidenced by a Board Resolution: and (c) if the Consideration is greater than $15 million, then the determinations referred to in Clause (a) above, in addition to the action required by Clause (b) above, must...

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

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