Transactions with Affiliates and Others. Notwithstanding any other provision of this Agreement, Lessee shall not (i) directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, or enter into any management or similar fee agreement with, any Affiliate or any officer, director or employee of Lessee, or (ii) enter into any other transaction or arrangement or make any payment to or otherwise deal with, in the ordinary course of business or otherwise, any Affiliate of Lessee except, in the cases of both clauses (i) and (ii) of this Section 8.12, transactions contemplated by the Transaction Documents.
Transactions with Affiliates and Others. Directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, enter into loans with, enter into any management or similar fee arrangement with, or engage in any business operation with, any Affiliate of the Borrower or any Subsidiary or any officer, director, employee of the Borrower or any Subsidiary of the Borrower except for (a) transactions in the ordinary course of business and upon fair and reasonable terms no less favorable than the Borrower could obtain, or could become entitled to, in an arm's length transaction with a Person which is not an Affiliate of the Borrower, (b) loans to employees in connection with employee relocations or long-term incentive plans for operating employees, and (c) payments made in the ordinary course of business and upon fair and reasonable terms to managers serving on the executive committee; provided, that no payments shall be made to any of the Borrower's Affiliates so long as an Event of Default has occurred and is continuing except for payments made to the Borrower's counsel, Xxxxx & Company and Xxxxxx Xxxxx (in his capacity as manager of the Facility only) in connection with transactions in the ordinary course of business and upon fair and reasonable terms no less favorable than the Borrower could obtain, or could become entitled to, in an arm's length transaction with a Person which is not an Affiliate of the Borrower.
Transactions with Affiliates and Others. (a) Prior to a Qualified 1P0, so long as the IMC Stockholders remain Stockholders of the Company, without the prior written consent of IMC Global, the Company shall not enter into any transaction with an Apollo Stockholder unless such transaction is on arms' length terms; PROVIDED, HOWEVER, that the following shall be deemed to be on arms' length terms: (A) any transaction authorized, based in part on a determination that such transaction is fair as to the Company as of the time of authorization, by a majority of the members of the Board of Directors who do not have a financial interest in such transaction within the meaning of the General Corporation Law of the State of Delaware, (B) any amendment or modification to the terms of the Preferred Stock or the Note Securities that treats all outstanding shares of Preferred Stock or all outstanding Note Securities similarly, (C) any agreements to be entered into by the Company regarding tax reporting on IRS Form 1099-DIV (or any successor form) with respect to the Series A Preferred Stock, (D) the Management Consulting Agreement and the transactions and payments thereunder, and (E) any reasonable and customary fees, stock options, reasonable out-of-pocket expense reimbursements, coverage under directors and officers insurance and indemnification protection for officers and directors received by or covering any Apollo Stockholder.
(b) Prior to a Qualified IPO, so long as the IMC Stockholders remain Stockholders of the Company, without the prior written consent of WC Global, the Company shall not repurchase any shares of Apollo Preferred Stock from any Apollo Affiliate without offering to repurchase a pro rata amount of IMC Preferred Stock from the WC Stockholders.
(c) The Apollo Stockholders shall not enter into any refinancing agreement, amendment, modification or waiver ("AMENDMENT") in connection with the Senior Credit Documents (as such term is defined in the IMC Notes) or the Senior Subordinated Debt Documents (as such term is defined in the IMC Notes) with respect to (i) any redemption, repurchase or payment of dividends or any portion of the liquidation preference on the Preferred Stock, which Amendment treats the Preferred Stock held by the Apollo Stockholders in a manner disproportionate to the manner in which such Amendment treats the Preferred Stock held by the IMC Stockholders with respect to any such redemption, repurchase or payment; (ii) any redemption, repurchase or payment of interest or princip...
Transactions with Affiliates and Others. (1) The Board shall ensure that all contracts, agreements, and transactions between the Bank and any affiliate, both domestic and foreign, are fair and equitable to the Bank, are in the Bank’s best interest, and are conducted in compliance with 12 U.S.C. §§ 371c and 371c-1, 12 C.F.R. Part 223 (Regulation W), other applicable federal law, and this Article.
(2) Within fifteen (15) days of engagement, the qualified independent firm the Bank is required to engage pursuant to Article VI, paragraph (9), shall review affiliate service agreements and management fees to determine whether agreements and fees meet market terms requirements and otherwise comply with applicable affiliate laws and regulations. Once the initial review required by this paragraph is completed, the qualified independent firm shall be responsible for ongoing review of the Bank’s compliance with affiliate laws and regulations consistent with the requirements of Article VI, paragraph (9).
(3) As required under paragraph (2)(e) of Article V, within sixty (60) days after the Effective Date of this Agreement, the Bank shall maintain, enhance, and, as necessary, develop as part of the Business Plan safe and sound written policies and procedures concerning contracts, agreements, transactions, and other relationships between the Bank and any affiliate, insider, or officer, employee, or contractor of an affiliate. The policies and procedures shall include measures to ensure that the Bank’s interests are independently assessed and appropriately protected and that the contracts, agreements, transactions, and relationships comply with applicable law and are on terms and conditions that are at least as favorable to the Bank as those for comparable transactions with unrelated third parties.
(4) The policies and procedures regarding contracts, agreements, transactions and other relationships with affiliates, insiders, and others adopted under paragraph (3) shall be part of the Business Plan of Article V and subject to the provisions of Article V.
(5) The Bank shall not enter into any transaction, service agreement, lease, contract, other agreement, or other relationship with any affiliate or insider, or into any agreement or contract with an employee or contractor of an affiliate unless it has been approved by a majority of the members of the Board who are not principals, directors, officers, or employees of the affiliate involved.
(6) The Board shall periodically, and at least annually, review:
(a) all tr...
Transactions with Affiliates and Others. The Partnership shall not, directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, or enter into any management or similar fee arrangement with, any Affiliate or any officer, director or employee of the Partnership or the General Partner, except for (a) the transactions specifically contemplated by the Project Documents and the Fuel Management Plan and (b) transactions in the ordinary course of business and upon fair and reasonable terms no less favorable than the Partnership could obtain, or could become entitled to, in an arm's length transaction with a Person which is not an Affiliate.
Transactions with Affiliates and Others. Prior to a Qualified Public Offering, so long as the IMC Stockholders remain Stockholders of the Company, without the prior written consent of IMC Global, the Company shall not enter into any transaction with any Apollo Stockholder unless such transaction is on arms' length terms; PROVIDED, HOWEVER, that the following shall be deemed to be on arms' length terms: (A) any transaction authorized, based in part on a determination that such transaction is fair as to the Company as of the time of authorization, by a majority of the members of the Board of Directors who do not have a financial interest in such transaction within the meaning of the General Corporation Law of the State of Delaware, (B) any amendment or modification to the terms of the Preferred Stock or the Note Securities that treats all outstanding shares of Preferred Stock or all outstanding Note Securities similarly, (C) any agreements to be entered into by the Company regarding tax reporting on IRS Form 1099-DIV (or any successor form) with respect to the Series A Preferred Stock, (D) the Management Consulting Agreement and the transactions and payments thereunder, and (E) any reasonable and customary fees, stock options, reasonable out-of-pocket expense reimbursements, coverage under directors and officers insurance and indemnification protection for officers and directors received by or covering any Apollo Stockholder.
Transactions with Affiliates and Others. (a) Directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, or enter into any management or similar fee agreement with, any Affiliate or any officer, director or employee of the Parent, Delaware Holdings, Cogentrix Energy or the Borrower, except for the transactions contemplated by the Project Documents and by this Agreement (including, without limitation, the Management Agreement), or (b) enter into any other transaction or arrangement or make any payment (except as permitted by subsection 7.4 or 7.5) to or otherwise deal with, in the ordinary course of business or otherwise, any Affiliate except in transactions contemplated by the Project Documents.
Transactions with Affiliates and Others. Borrower shall not, directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, or enter into any arrangement or series of arrangements with, any Affiliate or any officer, director or employee of Borrower or any Affiliate thereof, nor permit Operator to enter into any transaction with Affiliates of Operator or Borrower pursuant to Section 16 of the Operating Contract or otherwise, except for (a) the Rova I Turnkey Contract, the Rova II Turnkey Contract, the Operating Contract, the Rova I Coal Subcontract, the Rova II Coal Subcontract, the Rova I Coal Subcontract Guaranty, the Rova II Coal Subcontract Guaranty, the Rova I Three Party Agreement, and the transactions contemplated thereby), the Rova II Three Party Agreement (and the transactions contemplated thereby), the Step-In Rights Agreement, the Venture Management Agreement, the Rova I Turnkey Guaranty and the Rova II Turnkey Guaranty and (b) transactions (including engagements by Operator of Affiliates of Operator or Borrower pursuant to Section 16 of the Operating Contract) in the ordinary course of business and upon fair and reasonable terms no less favorable than Borrower could obtain, or could become entitled to, in an arm’s length transaction with a Person which is not an Affiliate of Operator or Borrower, provided that Borrower shall give Agent prompt notice of any such transaction and the material terms thereof, without derogating from the provisions of Section 6.19(a) hereof. In addition, Borrower shall not select any arbitrator under any arbitration clause in any Project Document to which an Affiliate of Borrower is party without the prior written consent of Agent and Institutional Agent, which consent shall not be unreasonably withheld.
Transactions with Affiliates and Others. Notwithstanding any other provision of this Agreement, the Borrower will not (a) directly or indirectly, purchase, acquire, exchange or lease any property from, or sell, transfer or lease any property to, or borrow any money from, or enter into any management or similar fee agreement with, any Affiliate or any officer, director or employee of the Borrower or any Partner or (b) enter into any other transaction or arrangement or make any payment (except as permitted by Section 9.4) to or otherwise deal with, in the ordinary course of business or otherwise, any Affiliate, except in either case (a) or (b) for transactions contemplated by the Project Documents in existence on the Closing Date (including the management fee arrangement with CTNJI referenced in Section 9.4(d)) and other transactions provided (i) such transactions shall be on 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 and (ii) in the case of any transaction or related series of transactions involving more than $75,000, the Borrower receives the Lender's prior written approval.
Transactions with Affiliates and Others. Except as otherwise provided herein, directly or indirectly purchase, acquire or lease any property from, or sell, transfer or lease any property to, or lend or advance any money to, or borrow any money from, or guarantee any obligation of, or acquire any stock, obligations or securities of, or enter into any merger or consolidation agreement, or any management, consulting or similar fee agreement with, any Affiliate or any officer, director or employee of any Affiliate, or enter into any other transaction or arrangement or make any payment to or otherwise deal with, in the ordinary course of business or otherwise, any Affiliate; provided, however, that the Borrowers and the Subsidiaries may, so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, (i) make sales to and purchases from Affiliates or provide services to or receive services from Affiliates, on an arm's-length basis for fair market value and (ii) enter into transactions with Affiliates (other than a person controlling the Company) in the ordinary course of business and not otherwise prohibited under this Agreement, provided that such transactions are either (y) consistent with past practice in connection with commercial joint ventures in which the Company or a Subsidiary has a significant interest and which has been formed for the purpose of developing the Company's business or (z) consistent with industry practice and entered into in connection with franchise arrangements; and provided further that the prohibition of this Section shall not extend to (i) arrangements existing on the date hereof (but not including any modifications, extensions or renewals thereof), (ii) indemnifications permitted by the charter or by-laws of the Company or any Subsidiary and (iii) transactions involving less than U.S.$1,000,000 (or its equivalent). For the purposes of this Section, the term "Affiliate" shall not include the Company or any of its Subsidiaries.