Section Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any Affiliate unless all such transactions between the Borrower and its Subsidiaries on the one hand and any Affiliate on the other, taken in the aggregate and not individually, shall be on an arms-length basis on terms no less favorable to the Borrower or such Subsidiary than could have been obtained from a third party who was not an Affiliate; provided that the foregoing provisions of this Section shall not prohibit the Borrower and each Subsidiary from (i) declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (ii) issuing and maintaining letters of credit, guaranties and sureties as contingent obligations on behalf of Affiliates, or (iii) the payment of funds and making of capital contributions, loans and other transfers of money to Affiliates or to other Persons, including payments made under letters of credit, guarantees and sureties issued and maintained on behalf of Affiliates, provided that the aggregate amount for all such payments and transfers does not exceed $200,000,000 at any time outstanding.
Section Transactions with Affiliates. Such Credit Party shall not ---------------------------- directly or indirectly, enter into any transaction, including, without limitation, leases or other agreements for the purchase or use of any goods or services, with any Affiliate, except in the ordinary course of and pursuant to reasonable requirements of such Credit Party's business upon fair and reasonable terms no less favorable to such Credit Party than it would obtain in a comparable arm's length transaction with an unaffiliated Person; provided that -------- the foregoing shall not apply to the sale of any Equity Interests or to an employment agreement.
Section Transactions with Affiliates. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any agreement with any Affiliate of the Borrower except (a) pursuant to any Contractual Obligation of the Borrower in existence on the Effective Date and set forth on SCHEDULE 3.19(B) and (b) transactions in the ordinary course of business which are on fair and reasonable terms not less favorable than the Borrower or such Subsidiary could obtain in an arm's-length transaction with a Person which is not an Affiliate.
Section Transactions with Affiliates. Enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate or permit any of its Subsidiaries to enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business (including without limitation direct and indirect promotional and advertising efforts of the Borrower, consistent with past practice) and upon fair and reasonable terms that are (except for loans and advances permitted by clauses (h) and (j) of Section 8.5) no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's length transaction with a Person not an Affiliate. 8.11. 8.12.
Section Transactions with Affiliates. Neither EEX nor any Subsidiary Guarantor will enter into any material transaction, including, without limitation, any purchase, sale, lease or exchange of Property including the purchase or sale of oil and gas properties and hydrocarbons or the rendering of any service, with any Affiliate unless such transactions are in the ordinary course of its business and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm's length transaction with a Person not an Affiliate.
Section Transactions with Affiliates. So long as any portion of the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company, for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “
Section Transactions with Affiliates. Except for (a) the payment of salaries and bonuses in the ordinary course of business consistent with prudent business practices, (b) the furnishing of employment benefits in the ordinary course of business consistent with prudent business practices, and (c) the transactions permitted by Section 9.13, each of Borrower, Holdings and Wholesale will not, and will not permit any of its Subsidiaries to, enter into any transaction, including, without limitation, the purchase, sale or exchange of Property or the rendering of any service, with any Affiliate of such Loan Party or such Subsidiary except in the ordinary course of and pursuant to the reasonable requirements of such Loan Party's or such Subsidiary's business and upon fair and reasonable terms no less favorable to such Loan Party or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate of such Loan Party or such Subsidiary; provided, however, that transactions which are more favorable to Borrower, and transactions not involving Borrower which are more favorable to Holdings, than would be obtained in a comparable arms-length transaction with a
Section Transactions with Affiliates. Borrower will not, nor will Borrower permit any other Credit Party to, engage in any transaction with an Affiliate unless such transaction is as favorable to such party as could be obtained in an arm's length transaction with an unaffiliated Person in accordance with prevailing industry customs and practices. 1.18. 1.19.
Section Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, engage in any transaction (including, without limitation, the purchase, sale, or exchange of assets or the rendering of any service) with any (x) Affiliate of the Borrower or (y) holder of the Notes or any Affiliate of any such holder (other than a wholly-owned Subsidiary of the Borrower), except for transactions in the ordinary course of business of the Borrower or any of the Subsidiaries, as the case may be, and at arms' length and for fair value, and except for transactions under the License Agreement and transaction costs relating to the transactions contemplated by the License Purchase Agreement which are paid by the Store Company on behalf of the Borrower and subject to reimbursement by the Borrower. The Borrower agrees to provide each holder of the Notes with reasonably detailed notice of each such Affiliate transaction involving consideration in excess of $25,000 between the Borrower or any of its Subsidiaries, on the one hand, and (x) any Affiliate of the Borrower (other than any wholly-owned Subsidiary of the Borrower) or (y) any holder of the Notes, or any Affiliate of such holder, on the other hand.
Section Transactions with Affiliates. The Parent will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Parent or such Subsidiary than could be obtained on an arm's- length basis from unrelated third parties and (b) transactions between or among the Parent and its wholly owned Subsidiaries not involving any other Affiliate.
