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 a Note Party or a Subsidiary other than (a) advances of working capital to any Note Party, (b) transfers of cash and assets to any Note Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06 (in each case, other than by reference to this Section 8.08 (or any sub-clause hereof)), (d) normal and reasonable compensation, benefits and reimbursement of expenses of officers and directors in the ordinary course of business and (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.

Appears in 2 contracts

Samples: Note Purchase Agreement (Terran Orbital Corp), Note Purchase Agreement (Tailwind Two Acquisition Corp.)

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Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions, transactions with any officer, director or Affiliate of a Note Party or a Subsidiary such Person other than (a) advances of working capital to any Note Loan Party, (b) transfers of cash and assets to any Note Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06 (in each case, other than by reference to this Section 8.08 (or any sub-clause hereof)), (d) normal and reasonable compensation, benefits compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (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.

Appears in 1 contract

Samples: Credit Agreement (Kala Pharmaceuticals, Inc.)

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions, with any officer, director or Affiliate of a Note Party or a Subsidiary other than (a) advances of working capital to any Note Party, (b) transfers of cash and assets to any Note Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06 (in each case, other than by reference to this Section 8.08 (or any sub-clause hereof)), (d) normal and reasonable compensation, benefits and reimbursement of expenses of officers and directors in the ordinary course of business business, (e) the Services Agreement and (ef) the Broken Sound Lease and (g) 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.

Appears in 1 contract

Samples: Note Purchase Agreement (Terran Orbital Corp)

Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions, with any officer, director or Affiliate of a Note Party or a Subsidiary other than (a) advances of working capital to any Note Party, (b) transfers of cash and assets to any Note Party, (c) intercompany transactions expressly permitted by Section 8.029.02, Section 8.039.03, Section 8.049.04, Section 8.05 9.05 or Section 8.06 9.06 (in each case, other than by reference to this Section 8.08 9.08 (or any sub-clause hereof)), (d) normal and reasonable compensation, benefits and reimbursement of expenses of officers and directors in the ordinary course of business business, and (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.

Appears in 1 contract

Samples: Convertible Note and Warrant Purchase Agreement (Terran Orbital Corp)

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Transactions with Affiliates and Insiders. Enter into or permit to exist any transaction or series of transactions, transactions with any officer, director or Affiliate of a Note Party or a Subsidiary such Person other than (a) advances of working capital to any Note Loan Party, (b) transfers of cash and assets to any Note Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06 (in each case, other than by reference to this Section 8.08 (or any sub-clause hereof)), (d) normal and customary or reasonable compensation, benefits indemnification and reimbursement of expenses of officers and directors in the ordinary course of business and (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.

Appears in 1 contract

Samples: Credit Agreement (Esperion Therapeutics, Inc.)

Transactions with Affiliates and Insiders. Enter into or permit to exist exist, or permit any of their respective Subsidiaries to enter into or permit, any transaction or series of transactions, transactions with any officer, director or Affiliate of a Note Party or a Subsidiary such Person other than (a) advances of working capital to any Note PartyLoan Party or Subsidiary, (b) transfers of cash and assets to any Note PartyLoan Party or any Subsidiary (subject to Section 8.03(b)(iv) and (v)), (c) intercompany transactions expressly permitted by Section 8.028.01, Section 8.03, Section 8.04, Section 8.05 8.03 or Section 8.06 (in each case, other than by reference to this Section 8.08 (or any sub-clause hereof))8.05, (d) normal and reasonable compensation, benefits compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (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.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Genuine Parts Co)

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