Common use of No Affiliate Transactions Clause in Contracts

No Affiliate Transactions. The Credit Parties shall not and shall not permit any Restricted Subsidiary to enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to any Subsidiary or Affiliate of any Credit Party (other than with one or more of the Credit Parties and/or the OpCo Obligors) except (a) in the ordinary course of such Credit Party’s or Restricted Subsidiaries’ business and upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (b) as permitted under Section 8.5 or as set forth on Schedule 5.26, (c) Guarantees of any Joint Venture permitted under the OpCo Credit Agreement, (d) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (e) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Credit Parties and their Restricted Subsidiaries, (f) the payment of fees and expenses with respect to the consummation of this Credit Agreement and any amendment or modification to the OpCo Credit Agreement, (g) transactions with any Joint Venture which, when considered together with all other transactions between such Credit Party or Restricted Subsidiary, on the one hand, and the applicable Joint Venture, on the other hand, are upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee of the Board of Directors of Holdings as being fair to the applicable Credit Party or Restricted Subsidiary, (i) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, without limitation, contingent liabilities) in an amount in excess of $500,000 per transaction per fiscal year and (j) transactions required or permitted under the Omnibus Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annum, provided that prior to entering into any such transaction the applicable Credit Party shall have received the written consent of the Required Lenders acting in their reasonable discretion.

No Affiliate Transactions. The Credit Parties No Borrower shall, or shall not and shall not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any transaction withwith an Affiliate, including, without limitation, including the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to any other Borrower or Subsidiary of a Borrower or other Affiliate of a Borrower and whether or not such transaction would otherwise be permitted under any Credit Party (of the other than with one or more provisions of the Credit Parties and/or the OpCo Obligors) except (a) Documents, unless such transaction is entered into in the ordinary course of and pursuant to the reasonable requirements of such Credit PartyBorrower’s or Restricted Subsidiaries’ business such Subsidiary’s business, as the case may be, and upon fair and reasonable terms no less favorable to such Credit Party Borrower or Restricted such Subsidiary than could be obtained in a comparable arm’sarms-length transaction with an unaffiliated Person. The following transactions shall not be considered transactions with Affiliates restricted by this Section 8.9, provided the same have been approved by order of the Bankruptcy Court: (bx) as permitted under Section 8.5 or as set forth on Schedule 5.26, (c) Guarantees of any Joint Venture permitted under the OpCo Credit Agreement, (d) employment reasonable and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (e) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business paid to the extent attributable to the ownership or operation of the Credit Parties and their Restricted Subsidiaries, (f) the payment of fees and expenses with respect to the consummation of this Credit Agreement and any amendment or modification to the OpCo Credit Agreement, (g) transactions with any Joint Venture which, when considered together with all other transactions between such Credit Party or Restricted Subsidiary, on the one hand, and the applicable Joint Venture, on the other hand, are upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee members of the Board of Directors of Holdings Wxxxxxx and (y) reasonable and customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors, consultants or employees of Wxxxxxx or any of its Subsidiaries, as being fair to determined by the applicable Credit Party Board of Directors of Wxxxxxx or Restricted Subsidiaryany such Subsidiary or the senior management thereof in good faith, (i) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, including without limitation, contingent liabilities) in an amount in excess issuances of $500,000 per transaction per fiscal year stock, payment of bonuses and (j) other transactions required pursuant to employment or permitted under compensation agreements, stock option agreements, indemnification agreements or other arrangements. Notwithstanding the Omnibus foregoing or any other term or provision of this Credit Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annumthe contrary, provided that prior to entering into any such transaction the applicable Credit Party shall have received the written consent none of the Required Lenders acting in their reasonable discretionassets or property of the Borrowers or any Domestic Subsidiaries shall be transferred to any Foreign Subsidiary at any time.

No Affiliate Transactions. The Credit Parties shall not and shall not permit any Restricted Subsidiary to enter Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to any Subsidiary or Affiliate of any Credit Party (other than with one or more of the another Credit Parties and/or the OpCo ObligorsParty) except (a) in the ordinary course of such Credit Party’s or Restricted Subsidiaries’ business and upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (b) as permitted under Section 8.5 or as set forth on Schedule 5.269.6, (c) Guarantees of any Joint Venture permitted under clause (h) of the OpCo Credit Agreementdefinition of Permitted Investments, (d) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (e) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Credit Parties and their Restricted Subsidiaries, (f) the payment of fees and expenses with respect to the consummation of this Credit Agreement and any amendment or modification to the OpCo Credit Agreement, (g) transactions with any Joint Venture which, when considered together with all other transactions between such Credit Party or Restricted Subsidiary, on the one hand, and the applicable Joint Venture, on the other hand, are upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee of the Board of Directors of Holdings the General Partner as being fair to the applicable Credit Party or Restricted Subsidiary, (i) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, without limitation, contingent liabilities) in an amount in excess of $500,000 per transaction per fiscal year and (j) transactions required or permitted under the Omnibus Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annumAgreement, provided that prior to entering into any such transaction the applicable Credit Party shall have received the written consent of the Required Lenders Agent acting in their its reasonable discretion.

No Affiliate Transactions. The Credit Parties No Borrower shall, or shall not and shall not permit any Restricted Subsidiary to of its Subsidiaries to, directly or indirectly, enter into any transaction with, including, without limitation, including the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to any Subsidiary of a Borrower or other Affiliate of a Borrower and whether or not such transaction would otherwise be permitted under any Credit Party (of the other than with one or more provisions of the Credit Parties and/or the OpCo Obligors) Documents, except (a) in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s Borrower's or Restricted Subsidiaries’ business such Subsidiary's business, as the case may be, and upon fair and reasonable terms no less favorable to such Credit Party Borrower or Restricted such Subsidiary than could be obtained in a comparable arm’sarms-length transaction with an unaffiliated Person, ; and (b) as permitted under Section 8.5 or as for (i) transactions set forth on Schedule 5.26B, Part 8.10, (cii) Guarantees the Related Transactions (including the payment of fees and expenses in connection therewith, to the extent payment thereof by a Borrower is required pursuant to the Related Transactions Documents), (iii) employment agreements entered into in the ordinary course of business with officers of any Joint Venture permitted under the OpCo Credit AgreementBorrower or any Subsidiary of any Borrower, (div) employment reasonable and severance arrangements (including equity incentive plans customary compensation and employee benefit plans benefits paid to, and arrangements) with their respective officers and indemnity provided on behalf of, officers, directors, employees or Affiliates of any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (ev) payment of customary fees transactions by or among any Borrower and reasonable out of pocket costs toany other Borrower, and indemnities for the benefit of(vi) transactions expressly permitted pursuant to Section 8.3, directors8.6, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business 8.7, 8.8 or 8.9, (vii) except to the extent attributable such payments constitute Permitted Management Fees, the making of required payments to Xxxxx pursuant to any of the Xxxxx Agreements (in each case as in effect on the date hereof), (viii) to the ownership extent that before and after giving effect to each such payment of Permitted Management Fees, no Default or operation Event of the Credit Parties Default shall have occurred and their Restricted Subsidiariesbe continuing, (f) the payment by any Borrower to Xxxxx of fees and expenses with respect Permitted Management Fees in an aggregate amount not exceeding $500,000 in any Fiscal Year, provided, that, to the consummation extent that any payments of this Credit Agreement Permitted Management Fees are not made at any time because a Default or an Event of Default has occurred and any amendment or modification is continuing, the amount of all such unpaid Permitted Management Fees shall continue to the OpCo Credit Agreement, (g) transactions with any Joint Venture whichaccrue and, when considered together with all other transactions between any such Credit Party Default or Restricted SubsidiaryEvent of Default is no longer continuing, on the one hand, and the applicable Joint Venture, on the other hand, are upon fair and reasonable terms no less favorable BWAY may make payments to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee of the Board of Directors of Holdings as being fair to the applicable Credit Party or Restricted Subsidiary, (i) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, without limitation, contingent liabilities) Xxxxx in an amount in excess equal to the total amount of $500,000 per transaction per fiscal year all such unpaid Permitted Management Fees (to the extent that before and (j) transactions required after giving effect to each such payment, no other Default or permitted under the Omnibus Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annum, provided that prior to entering into any such transaction the applicable Credit Party Event of Default shall have received the written consent of the Required Lenders acting in their reasonable discretionoccurred and be continuing).

No Affiliate Transactions. The Credit Parties shall not and shall not permit any Restricted Subsidiary to enter Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to to, any Subsidiary or Affiliate of any Credit Party (other than with one or more of the another Credit Parties and/or the OpCo ObligorsParty) except (a) in the ordinary course of such Credit Party’s or Restricted Subsidiaries’ business and upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (b) as permitted under Section 8.5 or as set forth on Schedule 5.269.6, (c) Guarantees of any Joint Venture permitted under clause (h) of the OpCo Credit Agreementdefinition of Permitted Investments, (d) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (e) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Credit Parties and their Restricted Subsidiaries, (f) the payment of fees and expenses with respect to the consummation of this Credit Agreement and any amendment or modification to the OpCo Credit Agreement, (g) transactions with any Joint Venture which, when considered together with all other transactions between such Credit Party or Restricted Subsidiary, on the one hand, and the applicable Joint Venture, on the other hand, are upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee of the Board board of Directors directors (or comparable governing body) of Holdings Partners as being fair to the applicable Credit Party or Restricted Subsidiary, and (i) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, without limitation, contingent liabilities) in an amount in excess of $500,000 per transaction per fiscal year and year.” (jf) transactions required or permitted under Section 9.16 of the Credit Agreement is hereby amended by deleting the text “the Omnibus Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annum, provided that prior to entering into any such transaction the applicable Credit Party shall have received the written consent Agreement,”. (g) Section 11.1 of the Required Lenders acting Credit Agreement is hereby amended by amending and restating clause (m) thereof in their reasonable discretion.its entirety as follows:

No Affiliate Transactions. The Credit Parties shall not and shall not permit any Restricted Subsidiary to enter Enter into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service or the payment of any management, advisory or similar fees to any Subsidiary or Affiliate of any Credit Party (other than with one or more of the another Credit Parties and/or the OpCo ObligorsParty) except (a) in the ordinary course of such Credit Party’s or Restricted Subsidiaries’ business and upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (b) as permitted under Section 8.5 or as set forth on Schedule 5.269.6, (c) Guarantees of any Joint Venture Bostco permitted under clause (h) of the OpCo Credit Agreementdefinition of Permitted Investments, (d) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (e) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Credit Parties and their Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Credit Parties and their Restricted Subsidiaries, (f) the payment of fees and expenses with respect to the consummation of this Credit Agreement and any amendment or modification to the OpCo Credit Agreement, (g) transactions with any the Bostco Joint Venture or Frontera which, when considered together with all other transactions between such Credit Party or Restricted Subsidiary, on the one hand, and the applicable Bostco Joint VentureVenture or Frontera, as applicable, on the other hand, are upon fair and reasonable terms no less favorable to such Credit Party or Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with an unaffiliated Person, (h) transactions approved by the conflicts committee of the Board of Directors of Holdings the General Partner as being fair to the applicable Credit Party or Restricted Subsidiary, and (ig) transactions that do not require or result in the Credit Parties’ making payments, transferring assets, or incurring liabilities (including, without limitation, contingent liabilities) in an amount in excess of $500,000 per transaction per fiscal year and (j) transactions required or permitted under the Omnibus Agreement so long as payments pursuant thereto do not to exceed $15,000,000 per annumyear, provided that prior to entering into any such transaction the applicable Credit Party shall have received the written consent of the Required Lenders Agent acting in their its reasonable discretion.