Common use of Transactions with Affiliates and Insiders Clause in Contracts

Transactions with Affiliates and Insiders. Except for transactions with Affiliates entered into on or prior to the Closing Date and described on Schedule 8.08, enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries which are on terms more favorable to the Borrower than would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person not an Affiliate or between and among any wholly-owned Subsidiaries of the Borrower; provided, however, that nothing in this Section 8.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (a) Restricted Payments to the extent permitted by Section 8.06, (b) the performance of the Borrower's or any Subsidiary's obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into the ordinary course of business, (c) the payment of compensation to employees, officers, directors or consultants in the ordinary course of business, or (d) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans and similar plans, in each case, in the ordinary course of business and to the extent not otherwise prohibited by this Agreement.

Transactions with Affiliates and Insiders. Except for transactions with Affiliates entered into on The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or prior to the Closing Date and described on Schedule 8.08indirectly, enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any officer, director or Affiliate of the Borrower, whether Borrower or not in the ordinary course any of business, other than its Restricted Subsidiaries on fair and reasonable terms as that are less favorable to the Borrower or such Subsidiary Restricted Subsidiary, as would the case may be, than those that might be obtainable by obtained at the time from a Person who is not an officer, director or Affiliate of the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliateany of its Restricted Subsidiaries; provided, provided that the foregoing restriction shall not apply to transactions (a) any transaction between or among the Borrower and any of its wholly-owned Subsidiaries which are on terms more favorable to the Borrower than would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person not an Affiliate or between and among any wholly-owned Subsidiaries of the Borrower; provided, however, that nothing in this Section 8.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (a) Restricted Payments to the extent permitted by Section 8.06Credit Parties, (b) the performance normal and reasonable compensation and reimbursement of the Borrower's or any Subsidiary's obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into expenses of officers and directors in the ordinary course of business, (c) normal and reasonable compensation and/or reimbursement of expenses for services provided (i) by the payment Parent or the Sun REIT to any of the Credit Parties (solely to the extent the amount of such compensation or reimbursement would have been permitted to employeesbe made as a Restricted Payment under Section 8.4(e)) or (ii) by any of the Credit Parties to the Parent or the Sun REIT, officers, directors or consultants in the ordinary course of business, or (d) transactions pursuant to the maintenance of Borrower’s employee equity incentive plan and other employee benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans and similar plans, in each case, arrangements in the ordinary course of business and (e) any transaction between the Borrower and/or its Subsidiaries, on the one hand, and SHM II and/or the Delayed Consent Credit Parties, on the other hand, pursuant to the extent not otherwise prohibited Sun Acquisition Agreement or on terms reasonably satisfactory to the Administrative Agent, relating to shared services between such parties (including the management of the Delayed Consent Properties by this Agreementthe Borrower).

Transactions with Affiliates and Insiders. Except for transactions with Affiliates entered into on No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or prior to the Closing Date and described on Schedule 8.08indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any officer, director or Affiliate Parent or any of its Subsidiaries on terms that are less favorable to Parent or such Subsidiary, as the Borrowercase may be, whether than those that might be obtained in a comparable arm’s length transaction at the time from a Person who is not an officer, director or Parent or any of its Subsidiaries; provided, the foregoing restriction shall not apply to (a) any transaction between or among the Credit Parties, (b) Investment made in accordance with Section 8.6(b), (c) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business, other than on fair and reasonable terms as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries which are on terms more favorable to the Borrower than would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person not an Affiliate or between and among any wholly-owned Subsidiaries of the Borrower; provided, however, that nothing in this Section 8.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (ad) Restricted Payments to the extent permitted by made in accordance with Section 8.068.4, (be) the performance of Original ACFP Acquisition or the Borrower's ACFP Acquisition, (f) employment, indemnification and severance arrangements between the Credit Parties and their respective officers, directors, managers, employees or any Subsidiary's obligations under any employment contract, collective bargaining agreement, consultants (including management and employee benefit planplans or agreements, related trust agreement or any other similar arrangement heretofore or hereafter entered into the ordinary course of business, (c) the payment of compensation to employees, officers, directors or consultants in the ordinary course of business, or (d) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings stock option plans and similar plans, in each case, other compensatory arrangements) in the ordinary course of business and payments pursuant thereto, (g) reasonable and customary payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, officers, directors, managers or consultants of the extent not otherwise prohibited by this Agreement.Credit Parties and employment agreement, stock option plans and other similar arrangements with such employees, officers, directors, manager or consultants, and (h) leases and Intellectual Property licenses entered into in the ordinary course of business

Transactions with Affiliates and Insiders. Except for transactions with Affiliates entered into on No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or prior to the Closing Date and described on Schedule 8.08indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any officer, director or Affiliate of the Borrower, whether Borrower or not in the ordinary course of business, other than any its Subsidiaries on fair and reasonable terms as that are less favorable to the Borrower or such Subsidiary Subsidiary, as would the case may be, than those that might be obtainable by obtained at the time from a Person who is not an officer, director or Affiliate of the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliateany of its Subsidiaries; provided, provided that the foregoing restriction shall not apply to transactions (a) any transaction between or among the Borrower and any of its wholly-owned Subsidiaries which are on terms more favorable to the Borrower than would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person not an Affiliate or between and among any wholly-owned Subsidiaries of the BorrowerCredit Parties; provided, however, that nothing in this Section 8.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (a) Restricted Payments to the extent permitted by Section 8.06, (b) the performance normal and reasonable compensation and reimbursement of the Borrower's or any Subsidiary's obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into the ordinary course expenses of business, (c) the payment of compensation to employees, officers, directors or consultants in the ordinary course of business; (c) compensation and reimbursement of out-of-pocket expenses, or (d) the maintenance of benefit programs or employment and severance arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans and similar plans, in each case, other employees entered into in the ordinary course of business business; (d) equity issuances by the Parent not constituting a Change of Control; (e) payments by the Parent permitted by Section 8.4; (f) the payment of customary indemnities to directors, officers and employees in the ordinary course of business; and (g) payments made pursuant to the extent not Advisory Agreement and the Expense Support Agreement, so long as no Event of Default under Section 9.1(a) shall have occurred and then be continuing and the obligations of the Credit Parties to make such payments are otherwise prohibited by this Agreementsubordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent.”

Transactions with Affiliates and Insiders. Except for transactions with Affiliates entered into on No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or prior to the Closing Date and described on Schedule 8.08indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any officer, director or Affiliate Parent or any of its Subsidiaries on terms that are less favorable to Parent or such Subsidiary, as the Borrowercase may be, whether than those that might be obtained in a comparable arm’s length transaction at the time from a Person who is not an officer, director or Parent or any of its Subsidiaries; provided, the foregoing restriction shall not apply to (a) any transaction between or among the Credit Parties, (b) Investment made in accordance with Section 8.6(b), (c) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business, other than on fair and reasonable terms as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries which are on terms more favorable to the Borrower than would be obtainable by the Borrower at the time in a comparable arm's length transaction with a Person not an Affiliate or between and among any wholly-owned Subsidiaries of the Borrower; provided, however, that nothing in this Section 8.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (ad) Restricted Payments to the extent permitted by made in accordance with Section 8.068.4, (be) the performance of Original ACFP Acquisition or the Borrower's ACFP Acquisition, (f) employment, indemnification and severance arrangements between the Credit Parties and their respective officers, directors, managers, employees or any Subsidiary's obligations under any employment contract, collective bargaining agreement, consultants (including management and employee benefit planplans or agreements, related trust agreement or any stock option plans and other similar arrangement heretofore or hereafter entered into compensatory arrangements) in the ordinary course of businessbusiness and payments pursuant thereto, (cg) the payment reasonable and customary payments, loans, advances or guarantees (or cancellation of compensation loans, advances or guarantees) to employees, officers, directors directors, managers or consultants of the Credit Parties and employment agreement, stock option plans and other similar arrangements with such employees, officers, directors, manager or consultants, (h) leases and Intellectual Property licenses entered into in the ordinary course of business, or and (di) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans and similar plans, in each case, in the ordinary course of business and to the extent not otherwise prohibited by this AgreementDelayed Draw Term Loan.