Transactions with Affiliates and Officers. (a) Except for (i) any consulting agreements or employment agreements to which Borrower is a party and which were in effect as of August 9, 1994, as amended November 14, 2001, and (ii) compensation arrangements in the ordinary course of business with the officers, directors, and employees of Borrower and Borrower’s Subsidiaries, enter into any transaction, including without limitation the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or an officer or director thereof, except any transaction or contract which is in the ordinary course of Borrower’s or any of Borrower’s Subsidiaries’ business and which is upon fair and reasonable terms no less favorable to Borrower or Borrower’s Subsidiaries than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate;
(b) make any advance or loan to any Affiliate or any director or officer thereof or of Borrower or any Subsidiary of Borrower or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing, except as expressly permitted by subsection 7.6(c) hereof; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof, except as may be permitted in accordance with clauses (a) and (b) of this subsection 7.7.
Transactions with Affiliates and Officers. (a) Except for (i) any consulting agreements or employment agreements to which Borrower is a party and which were in effect as of Marcx 0, 0000, (xx) xxx agreements entered into in connection with the construction of the Office Building by the Office Building Limited Liability Company and/or with Borrower's leasehold improvements to, the Office Building, and (iii) compensation arrangements in the ordinary course of business with the officers, directors, and employees of Borrower and its Subsidiaries, enter into any transaction, including without limitation the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or an officer or director thereof, except any transaction or contract which is in the ordinary course of Borrower's or any of its Subsidiaries' business and which is upon fair and reasonable terms no less favorable to Borrower or its Subsidiaries than it would obtain in a comparable arm's length transaction with a Person not an Affiliate;
(b) make any advance or loan to any Affiliate or any director or officer thereof or of Borrower or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing, except as expressly permitted by subsection 7.9(c) hereof; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof, except as may be permitted in accordance with clauses (a) and (b) of this subsection 7.11.
Transactions with Affiliates and Officers. (a) Except for compensation arrangements in the ordinary course of business with the officers, directors, and employees of Borrower and Borrower's Subsidiaries, enter into any transaction, including without limitation the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or an officer or director thereof, except any transaction or contract which is in the ordinary course of Borrower's or any of Borrower's Subsidiaries' business and which is upon fair and reasonable terms no less favorable to Borrower or Borrower's Subsidiaries than it would obtain in a comparable arm's length transaction with a Person not an Affiliate;
(b) make any advance or loan to any Affiliate or any director or officer thereof or of Borrower or any Subsidiary of Borrower or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing, except as expressly permitted by subsection 7.6(c) hereof; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof, except as may be permitted in accordance with clauses (a) and (b) of this subsection 7.7.
Transactions with Affiliates and Officers. No Borrower shall:
(a) enter into any transaction, including without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or an officer or director thereof, except the Management Agreements and except for services agreements with Campus Crest Construction, LLC for renovation, maintenance and repair work on the Projects so long as the consideration to be paid under such agreements is comparable to consideration that would be paid to a non-Affiliate in an arms-length agreement;
(b) make any advance or loan to any Affiliate or any director or officer thereof or to any trust of which any of the foregoing is a beneficiary, or guarantee any such loan to any such Person; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof except for any fees or expenses incurred in connection with the Management Agreements and in connection with those other transactions permitted in Section 6.07(a) above.
Transactions with Affiliates and Officers. (i) Enter into ----------------------------------------- any transactions, including, without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or any officer thereof, except a transaction or contract which is in the ordinary course of the Company's business and which is upon fair and reasonable terms no less favorable to the Company than it would obtain in a comparable arm's length transaction with a Person not an Affiliate or (ii) make any advance or loan in excess of $500,000, in the aggregate, to any Affiliate of the Company other than CAR or to any officer or employee thereof or of the Company or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing except for loans specifically permitted by this Agreement, or (iii) pay any fees, costs or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses, fees or costs incurred by any Affiliate except in the ordinary course of business.
Transactions with Affiliates and Officers. Neither Borrower nor any Guarantor will:
(a) enter into any transaction, including without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or an officer or director thereof, except any transaction or contract which is in the ordinary course of such Person’s business and which is upon fair and reasonable terms no less favorable to such Person than it could obtain in a comparable arm’s length transaction with a Person not an Affiliate;
(b) make any advance or loan to any Affiliate or any director or officer thereof or to any trust of which any of the foregoing is a beneficiary, or guarantee any such loan to any such Person; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof except for any fees or expenses incurred in the ordinary course of business, through indemnification provisions, or in connection with any transaction or contract allowed under §8.11(a).
Transactions with Affiliates and Officers. Except for transactions associated with the relocation expenses of officers of the Borrower in the ordinary course of business, (a) enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate or any executive officer or director thereof, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or any executive officer or director thereof, except any transaction or contract which is in the ordinary course of the Borrower's or such Subsidiary's business and which is upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm's length transaction with a Person not an Affiliate, (b) make any advance or loan to any Affiliate (except as otherwise made pursuant to subsection 7.5) or any director or executive officer thereof or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing or (c) pay any fees (other than reasonable directors' fees or expenses) or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any executive officer or director thereof; provided that, nothing contained in this subsection 7.8 shall be deemed to prohibit the transactions contemplated by the Miracle-Gro Merger Agreement, including, without limitation, the payment of dividends on, or the redemption of, the Borrower's Class A Convertible Preferred Stock in the exercise of any right of first refusal by the Borrower pursuant to the terms of the Miracle-Gro Merger Agreement.
Transactions with Affiliates and Officers. (i) Enter into any transactions, including, without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate, or enter into, assume or suffer to exist any employment or consulting contract with any Affiliate or any officer thereof, except a transaction or contract which is in the ordinary course of the Company's business and which is upon fair and reasonable terms no less favorable to the Company than it would obtain in a comparable arm's length transaction with a Person not an Affiliate or (ii) make any advance or loan in excess of $100,000 in the aggregate in any fiscal year to any Affiliate or any director, officer or employee thereof or of the Company or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing except for loans specifically permitted by this Agreement, (iii) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by any Affiliate except for travel advances made by the Company in the ordinary course of business.
Transactions with Affiliates and Officers. (i) Enter into any transactions, including, without limitation, the purchase, sale or exchange of property or the rendering of any services, with any Affiliate, or enter, assume or suffer to exist any employment or consulting contract with any Affiliate or any officer thereof, except a transaction or contract which is in the ordinary course of the Borrower's business and which is upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm's length transaction with a Person not an Affiliate or (ii) make any advance or loan to any Affiliate or any director, officer or employee thereof or of the Borrower or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guaranty of any of the foregoing (except for travel advances made by the Borrower in the ordinary course of business), or (iii) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by any Affiliate except as provided in Section 6.8.
Transactions with Affiliates and Officers. (a) Except for (i) any consulting agreements or employment agreements to which Borrower is a party and which were
(b) make any advance or loan to any Affiliate or any director or officer thereof or of Borrower or to any trust of which any of the foregoing is a beneficiary, or to any Person on the guarantee of any of the foregoing, except as expressly permitted by subsection 6.9(c) hereof; or
(c) pay any fees or expenses to, or reimburse or assume any obligation for the reimbursement of any expenses incurred by, any Affiliate or any officer or director thereof, except as may be permitted in accordance with clauses (a) and (b) of this subsection 6.11, and except as may be required pursuant to the Melvxx xxx Irvixx Xxxxxxxxxxxxx Xxxily Agreement dated October 11, 1993, in connection with certain registration rights of certain shareholders.
