Common use of Transactions with Affiliates and Officers Clause in Contracts

Transactions with Affiliates and Officers. 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; 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 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. Except for compensation arrangements transactions associated with the relocation expenses of officers of the Borrower in the ordinary course of business with the officersbusiness, directors, and employees of Borrower and Borrower’s Subsidiaries, (a) enter into any transaction, including including, without limitation 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 an any executive officer or director thereof, except any transaction or contract which is in the ordinary course of the Borrower’s 's or any of Borrower’s Subsidiaries’ such Subsidiary's business and which is upon fair and reasonable terms no less favorable to the Borrower or Borrower’s Subsidiaries such Subsidiary than it would obtain in a comparable arm’s '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 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(cforegoing or (c) hereof; or 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, except as may be permitted nothing contained in accordance with clauses (a) and (b) of this subsection 7.77.8 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. Except for compensation arrangements transactions associated with the relocation expenses of officers of the Borrower in the ordinary course of business with the officersand Restricted Payments permitted under subsection 7.14, directors, and employees of Borrower and Borrower’s Subsidiaries, (a) enter into any transaction, including including, without limitation 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 an any executive officer or director thereof, except any transaction or contract which is in the ordinary course of the Borrower’s or any of Borrowersuch Subsidiary’s Subsidiaries’ business and which is upon fair and reasonable terms no less favorable to the Borrower or Borrower’s Subsidiaries 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 7.4) or any director or executive 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(cforegoing or (c) hereof; or pay any fees (other than reasonable fees or expenses, including issuances and grants of Capital Stock in the Borrower, stock option and ownership plans and indemnity and insurance provided on behalf of officers and directors) 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, except as may be permitted in accordance with clauses (a) and (b) of this subsection 7.7.

Transactions with Affiliates and Officers. Except for compensation arrangements transactions associated with the relocation expenses of officers of the Borrower in the ordinary course of business with the officersbusiness, directors, and employees of Borrower and Borrower’s Subsidiaries, (a) enter into any transaction, including including, without limitation 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 an any executive officer or director thereof, except any transaction or contract which is in the ordinary course of the Borrower’s 's or any of Borrower’s Subsidiaries’ such Subsidiary's business and which is upon fair and reasonable terms no less favorable to the Borrower or Borrower’s Subsidiaries such Subsidiary than it would obtain in a comparable arm’s '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 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(cforegoing or (c) hereof; or 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, except as may be permitted nothing contained in accordance with clauses (a) and (b) of this subsection 7.77.8 shall be deemed to prohibit the transactions contemplated by the Ortho Acquisition.