Common use of Transactions with Affiliates and Insiders Clause in Contracts

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person involving consideration in excess of $1,500,000 other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) any employment or other compensation arrangement or agreement, Employee or compensation benefit plan, Subsidiary Employee Plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto (including the making of Employee Loans and the forgiveness or compromise thereof), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) the existence of, or the performance by the Company or any of its Subsidiaries under the terms of, any agreement or instrument as in effect on the Restatement Effective Date and as set forth in Schedule 8.08 or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, or any extensions or replacements thereof, is not more disadvantageous to the holders of the notes in any material respect than the original agreement or instrument as in effect on the Restatement Effective Date) or any transaction contemplated thereby, (g) entering into, and other transactions between any Restricted Subsidiary and any Employee (or in respect of any Employee) pursuant to, any Subsidiary Employee Plan and (h) transactions with respect to Joint Ventures permitted hereunder between a shareholder (who would not be an Affiliate of the Company if such shareholder was not an owner of such Joint Venture) of any Joint Venture permitted hereunder, on the one hand, and the Company and any of its Subsidiaries or the Joint Venture and its Restricted Subsidiaries, on the other hand; provided that the consideration paid transactions related to such Joint Venture transaction, taken as a whole, are fair to the Company, as reasonably determined by the Company.

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person involving consideration in excess of $1,500,000 5,000,000 other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) any employment or other compensation arrangement or agreement, Employee or compensation benefit plan, Subsidiary Employee Plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto (including the making of Employee Loans and the forgiveness or compromise thereof), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) the existence of, or the performance by the Company or any of its Subsidiaries under the terms of, any agreement or instrument as in effect on the Restatement Effective Date and as set forth in Schedule 8.08 or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, or any extensions or replacements thereof, is not more disadvantageous to the holders of the notes in any material respect than the original agreement or instrument as in effect on the Restatement Effective Date) or any transaction contemplated thereby, (g) entering into, and other transactions between any Restricted Subsidiary and any Employee (or in respect of any Employee) pursuant to, any Subsidiary Employee Plan Plan, and (h) transactions with respect to Joint Ventures permitted hereunder between a shareholder (who would not be an Affiliate of the Company if such shareholder was not an owner of such Joint Venture) of any Joint Venture permitted hereunder, on the one hand, and the Company and any of its Subsidiaries or the Joint Venture and its Restricted Subsidiaries, on the other hand; provided that the consideration paid transactions related to such Joint Venture transaction, taken as a whole, are fair to the Company, as reasonably determined by the Company.

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person involving consideration in excess of $1,500,000 other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) any employment or other compensation arrangement or agreementpayment of customary directors’ fees, Employee or compensation benefit planreasonable out-of-pocket expense reimbursement, Subsidiary Employee Plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto indemnities (including the making provision of Employee Loans directors and officers insurance) and compensation arrangements for members of the board of directors, officers or other employees of the Borrower and its Subsidiaries, (e) transactions between or among the Borrower and its Subsidiaries or between or among Subsidiaries permitted hereunder, (f) issuances of Equity Interests to Affiliates and the forgiveness registration rights and payments associated therewith permitted hereunder, (g) transactions contemplated by the Investor Note Documents, (h) transactions contemplated by the Series A Preferred Documents, (i) transactions contemplated under any other agreements governing or compromise thereofdocumenting Preferred Stock of the Borrower permitted under Section 8.03(t), (ej) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as that are not less favorable to such Person as would be obtainable by it at the time in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, Affiliate and (fk) the existence of, or the performance by the Company or any of its Subsidiaries under the terms of, any agreement or instrument as in effect on the Restatement Effective Date and as set forth in Schedule 8.08 or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, or any extensions or replacements thereof, is not more disadvantageous to the holders of the notes in any material respect than the original agreement or instrument as in effect on the Restatement Effective Date) or any transaction contemplated thereby, (g) entering into, and other transactions between any Restricted Subsidiary and any Employee (or in respect of any Employee) pursuant to, any Subsidiary Employee Plan and (h) transactions with respect to Joint Ventures permitted hereunder between a shareholder (who would not be an Affiliate of the Company if such shareholder was not an owner of such Joint Venture) of any Joint Venture extent otherwise permitted hereunder, on satisfaction and payment of the one handEarn Out Obligations described in the Ingeus Purchase Agreement, and the Company UK Share Sale Agreement (as defined in the Ingeus Purchase Agreement) and any of its Subsidiaries or the Joint Venture and its Restricted Subsidiaries, on the other hand; provided that the consideration paid transactions related to such Joint Venture transaction, taken as a whole, are fair to the Company, as reasonably determined by the Company.transaction agreements. 128

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person involving consideration in excess of $1,500,000 other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) any employment or other compensation arrangement or agreement, Employee or compensation benefit plan, Subsidiary Employee Plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto (including the making of Employee Loans and the forgiveness or compromise thereof), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) the existence of, or the performance by the Company or any of its Subsidiaries under the terms of, any agreement or instrument as in effect on the Restatement Effective Closing Date and as set forth in Schedule 8.08 or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, or any extensions or replacements thereof, is not more disadvantageous to the holders of the notes in any material respect than the original agreement or instrument as in effect on the Restatement Effective Closing Date) or any transaction contemplated thereby, (g) entering into, and other transactions between any Restricted Subsidiary and any Employee (or in respect of any Employee) pursuant to, any Subsidiary Employee Plan and (h) transactions with respect to Joint Ventures permitted hereunder between a shareholder (who would not be an Affiliate of the Company if such shareholder was not an owner of such Joint Venture) of any Joint Venture permitted hereunder, on the one hand, and the Company and any of its Subsidiaries or the Joint Venture and its Restricted Subsidiaries, on the other hand; provided that the consideration paid transactions related to such Joint Venture transaction, taken as a whole, are fair to the Company, as reasonably determined by the Company.

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person involving consideration in excess of $1,500,000 1,000,000 other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) any employment or other compensation arrangement or agreement, Employee or compensation benefit plan, Subsidiary Employee Plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with past practices and payments pursuant thereto (including the making of Employee Loans and the forgiveness or compromise thereof), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) the existence of, or the performance by the Company or any of its Subsidiaries under the terms of, any agreement or instrument as in effect on the Restatement Effective Date and as set forth in Schedule 8.08 or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, or any extensions or replacements thereof, is not more disadvantageous to the holders of the notes in any material respect than the original agreement or instrument as in effect on the Restatement Effective Date) or any transaction contemplated thereby, (g) entering into, and other transactions between any Restricted Foreign Subsidiary and any Employee (or in respect of any Employee) pursuant to, any Foreign Subsidiary Employee Plan and (hg) transactions with respect to Joint Ventures permitted hereunder between a shareholder (who would not be an Affiliate of the Company if such shareholder was not an owner of such Joint Venture) of any Joint Venture permitted hereunder, on the one hand, and the Company and any of its Subsidiaries or the Joint Venture and its Restricted Subsidiaries, on the other hand; provided that the consideration paid transactions related to such Joint Venture transaction, taken as a whole, are fair to the Company, as reasonably determined by the Company.