Common use of Limitation on Transactions with Affiliates and Related Persons Clause in Contracts

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 $1,000,000 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 arms-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $5,000,000 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, (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 of the Company, (iii) loans to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company and (iv) transactions in connection with a Permitted Receivables Financing.

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 $1,000,000 1.0 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 armsarm's-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $5,000,000 5.0 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, 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, 4.06 and (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of 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, (iii) loans to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company and (iv) transactions in connection with a Permitted Receivables Financing.

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 $1,000,000 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 armsarm's-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $5,000,000 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, 4.06 and (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of 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, (iii) loans to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company and (iv) transactions in connection with a Permitted Receivables Financing.

Limitation on Transactions with Affiliates and Related Persons. The Company shall will not, and shall will 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 $1,000,000 5.0 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 arms-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $5,000,000 10.0 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 Section 4.03 shall not apply to (i) transactions permitted by Section 4.064.06 hereof, (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of of, officers, directors and employees of the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Company, (iii) loans to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company and Company, (iv) transactions exclusively between or among the Issuer and the Guarantors or exclusively between or among such Guarantors, provided such transactions are not otherwise prohibited by this Indenture and (v) any transactions undertaken pursuant to contractual obligations or rights in connection with a Permitted Receivables Financingexistence on the Issue Date (as in effect on the Issue Date).

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 $1,000,000 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 armsarm's-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $5,000,000 15.0 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, 4.06 and (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of 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, (iii) loans to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company and (iv) transactions in connection with a Permitted Receivables Financing.