Transactions with Affiliate. Borrower shall not enter into, or be a party to, any transaction with any Affiliate, or stockholder of Borrower, except, consistent with Borrower's practice before entering into this Agreement, in the ordinary course of, and pursuant to the reasonable requirements of, Borrower's business and upon fair and reasonable terms which are fully disclosed to Lender and are no less favorable to Lender than would obtain in a comparable arm's length transaction with a Person not an Affiliate or stockholder of Borrower.
Transactions with Affiliate. Except as specifically permitted by the terms of this Agreement, 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 Borrower’s business and upon fair and reasonable terms no less favorable to Borrower than would be applicable in a comparable arm’s-length transaction with a Person not an Affiliate.
Transactions with Affiliate. (a) Borrower shall not enter into or be a party to any transaction or arrangement, including without limitation, the purchase, sale or exchange of property of any kind 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 business and upon fair and commercially reasonable terms substantially as favorable to the Borrower as those which would be obtained in a comparable arms-length transaction with a non-Affiliate. Lender acknowledges and agrees that the agreements listed on Schedule 7.46, in the form existing as of the date hereof, do not violate the above provisions of this Section 7.46.
Transactions with Affiliate. The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of property of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company or such Subsidiary; provided that none of the following shall be deemed a violation of this Section 10.7: (a) any agreement or transaction by the Company or any of its Subsidiaries which is in compliance with all laws, ordinances or governmental rules or regulations to which the Company or such Subsidiary is subject and is not Xxxx Xxxxxxxxx Natural Gas Company Note Purchase Agreement prohibited by any Governmental Authority, (b) any transaction permitted by Section 10.3, (c) any declaration of a dividend by the Company or any of its Subsidiaries in compliance with all laws, ordinances and governmental rules and regulations to which the Company or such Subsidiary, as the case may be, is subject, (d) direct or indirect advances by the Company or any of its Subsidiaries to Duke Capital Corporation, a Delaware corporation (“Duke Capital”), in accordance with customary practice and in the ordinary course of business of the Company, its Subsidiaries and their Affiliates, including, without limitation, the advance by the Company of the proceeds from the issuance of the Notes as set forth Schedule 5.14, and (e) compensation, fee, indemnification, vacation, health and life insurance, deferred compensation, retirement and/or savings plans and other similar programs, plans or arrangements pertaining to directors, officers and employees of the Company or any of its Subsidiaries entered into in accordance with customary practice and in the ordinary course of a business of the Company, its Subsidiaries and their Affiliates.
Transactions with Affiliate. Engage in any transaction with Edison or any other Affiliate of the Borrower except pursuant to, or as contemplated by, the Facility Documents, the Administrative Services Agreement or the Office Lease.
Transactions with Affiliate. Enter into any transaction, or permit any subsidiary to enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, except in the ordinary course of and pursuant to the reasonable requirements of its business and upon fair and reasonable terms no less favorable to it than it could obtain in a comparable arm's-length transaction with a Person not an Affiliate.
Transactions with Affiliate. Except as provided in or --------------------------- with respect to the Project Documents as in effect on the Closing Date, the Guarantor shall not 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 (each, an "Affiliate Transaction"), unless (a) such Affiliate --------------------- Transaction is on terms that are no less favorable to the Guarantor than those that would have been obtained in a comparable transaction by the Guarantor with an unrelated Person; and (b) the Guarantor delivers to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the general partner of the Guarantor set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by all of the partners of the Guarantor; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing. Notwithstanding the above, the following shall be deemed not to be Affiliate Transactions: (w) transactions between or among one or more ---------------------- of the Guarantor, Navy I, BLM or Funding Corp.; (x) payment of any Operating and Maintenance Fees or Management Fees, provided that such payment is made in accordance with the provisions of Sections 3.1(c) and 3.8(b) of the Depositary Agreement; and (z) Restricted Payments permitted to be made pursuant to the terms of the Depository Agreement.
Transactions with Affiliate. Except as specifically permitted by the --------------------------- terms of this Agreement, 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 business and upon fair and reasonable terms no less favorable to the Borrower than would be applicable in a comparable arm's-length transaction with a Person not an Affiliate. In no event shall Borrower request an Advance on behalf of Technology Development Systems, Inc. or any other non-Borrower Affiliate, without the prior written consent of Lender.
Transactions with Affiliate. Enter into, or be a party to, any transaction with any Subsidiary or Affiliate (including, without limitation, transactions involving the purchase, sale or exchange of property or the rendering of services) except in the ordinary course of business pursuant to the reasonable requirements of the Borrower and upon fair and reasonable terms no less favorable than Borrower would obtain in a comparable arm's-length transaction with a Person other than a Subsidiary or an Affiliate.
Transactions with Affiliate. The Borrower shall not, and shall not permit any of the Material Subsidiaries to, sell, transfer, lease or otherwise dispose of (including pursuant to a merger) any property or assets to, or purchase, lease or otherwise acquire (including pursuant to a merger) any property or assets from, or otherwise engage in any other transactions with, any of its affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Material Subsidiary, as the case may be, than could be obtained on an arms-length basis from unrelated third parties, provided that this Section shall not apply to (i) any transaction that is permitted under Section 8.1, 8.3, 8.4 or 8.6 between or among the Borrower and the Material Subsidiaries and not involving any other affiliate and (ii) any transaction that is covered by the Inter-Affiliate Policies Agreement as in effect on the date hereof and any amendments, supplements or other modifications thereto that are required by applicable law or by applicable Governmental Authorities. For purposes of this Section, (i) the term "affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified and (ii) the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person through the ability to exercise voting power (and the terms "controlling" and "controlled" have meanings correlative thereto).
