Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that:
(i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated;
(ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan;
(iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted;
(iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials;
(v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor;
(vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor;
(vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor;
(viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor;
(ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements an...
Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be reasonably expected to 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 following shall in any event -------- be permitted: (i) the Transaction; (ii) intercompany transactions among the Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not to exceed $125,000 in any fiscal quarter of the Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement, provided that if -------- during any fiscal quarter of the Borrower, a Default or Event of Default is in existence and such management fees cannot be paid as provided above, such fees shall continue to accrue and may be paid at such time as all Defaults and Events of Default have been cured or waived and so long as no Default or Event of Default will exist immediately after giving effect to the payment thereof; (iv) customary fees to non-officer directors of the Borrower and its Subsidiaries;
Transactions with Affiliates and Unrestricted Subsidiaries. Directly or indirectly enter into any transaction, or permit any Restricted Subsidiary to directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any fees, with (a) any Affiliate of the Parent Borrower or any of its Restricted Subsidiaries or (b) any Unrestricted Subsidiary, except:
(i) transactions permitted by Sections 9.3, 9.8, 9.10, 9.11 and 9.12;
(ii) transactions existing on the First Amendment Effective Date and described on Schedule 9.4;
(iii) transactions in the ordinary course of business consistent with past practice solely between or among the Parent Borrower and any Restricted Subsidiary or any Restricted Subsidiary and any other Restricted Subsidiary which is, in each case, not prohibited hereunder and which does not involve any other Affiliate;
(iv) other transactions in the ordinary course of business on terms as favorable to the Parent Borrower or such Restricted Subsidiary as would be obtained by it on a comparable arm’s-length transaction with an unrelated third party;
(v) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business;
(vi) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Parent Borrower and its Restricted Subsidiaries in the ordinary course of business;
(vii) the designation of any Subsidiary under Section 8.6; and
(viii) any transaction or series of related transactions with an aggregate value or payment of less than $10,000,000.
Transactions with Affiliates and Unrestricted Subsidiaries. Except as set forth in Schedule 8.7, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Unrestricted Subsidiary or any Affiliate of the Credit Parties; provided that the foregoing restrictions shall not apply to: (a) transactions among Borrower, Parent or Subsidiaries of Borrower that are Guarantors; (b) transactions otherwise specifically permitted under this Agreement; (c) transactions in the ordinary course of a Credit Party’s business and upon fair and reasonable terms no less favorable to such Credit Party than it would obtain in a comparable arm’s length transaction from unrelated third parties, (d) the payment of directors’ fees and indemnification and reimbursement of expenses to directors, officers or employees; (e) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans, and (f) employment and severance arrangements entered into in the ordinary course of business between Borrower or any Subsidiary and any employee thereof.
Transactions with Affiliates and Unrestricted Subsidiaries. Except as set forth in Schedule 8.7, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Unrestricted Subsidiary or any Affiliate of the Credit Parties involving aggregate consideration in excess of $5,000,000; provided that the foregoing restrictions shall not apply to: (a) transactions among Borrower, Parent or Subsidiaries of Borrower that are Guarantors; (b) transactions otherwise specifically permitted under this Agreement; (c) transactions in the ordinary course of a Credit Party’s business and upon fair and reasonable terms no less favorable to such Credit Party than it would obtain in a comparable arm’s length transaction from unrelated third parties, (d) the payment of directors’ fees and indemnification and reimbursement of expenses to directors, officers or employees; (e) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans, and (f) employment and severance arrangements entered into in the ordinary course of business between Borrower or any Subsidiary and any employee thereof.
Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the US Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the US Borrower or such Subsidiary as would be reasonably expected to be obtainable by the US Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted under this Section 7.07: (a) the Transaction; (b) (i) transactions by and among the US Borrower and its Wholly-Owned Subsidiaries and not involving any other Affiliate or (ii) transactions to the extent expressly permitted by Sections 7.02(e), (f), (g), (h) or (k), 7.04(f), (j) or (n) or 7.06; (c) customary fees to directors of the US Borrower and its Subsidiaries;
Transactions with Affiliates and Unrestricted Subsidiaries. No Credit Agreement Party will, nor will any Credit Agreement Party permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions
Transactions with Affiliates and Unrestricted Subsidiaries. No Credit Agreement Party will, nor will any Credit Agreement Party permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to such Credit Agreement Party or such Subsidiary as would be reasonably expected to be obtainable by such Credit Agreement Party or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided, that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among Holdings and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) customary fees to non-officer directors of Holdings and its Subsidiaries;
Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries or with any Unrestricted Subsidiary other than on terms and conditions not materially less favorable to the Borrower or such Subsidiary as would be reasonably expected to 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 or an Unrestricted Subsidiary; PROVIDED that the following shall in any event be permitted: (i) the Transaction; (ii) transactions permitted by Sections 9.02, 9.04, 9.05, 9.06 and 9.13; (iii) the payment, on a quarterly basis, of management and consulting fees to the Equity Investors in an aggregate amount not to exceed in any fiscal year of the Borrower the greater of (x) $12,500,000 and (y) 2.5% of Consolidated EBITDA for the immediately preceding fiscal year; (iv) the payment of customary fees to, and indemnity provided on behalf of, officers, directors, employees or consultants of Zeus and its Subsidiaries;
Transactions with Affiliates and Unrestricted Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to Holdings or such Subsidiary as would be reasonably expected to be obtainable by Holdings or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted under this Section 7.07: (a) the Transaction; (b) (i) transactions by and among Holdings and its Subsidiaries or (ii) transactions to the extent expressly permitted by Sections 7.02(e), (f), (g), (h) or (k), 7.04(f), (j) or (n) or 7.06; (c) customary fees to directors of Holdings and its Subsidiaries;
