Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 45 contracts

Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)

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Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 22 contracts

Samples: Credit Agreement (Samson Oil & Gas LTD), Credit Agreement (Azz Inc), Assignment and Assumption (Celadon Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 18 contracts

Samples: Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 14 contracts

Samples: Credit Agreement (Advanced Emissions Solutions, Inc.), Credit Agreement (Harvard Bioscience Inc), Abl Credit Agreement (Basic Energy Services Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 11 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Usana Health Sciences Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 7 contracts

Samples: Credit Agreement (FX Alliance Inc.), Credit Agreement (MacDermid Group Inc.), Credit Agreement (MacDermid Group Inc.)

Transactions with Affiliates. Enter into any transaction of any kind (other than this Agreement and any other Loan Document) with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary Guarantor as would be obtainable by the Borrower or such Subsidiary Guarantor at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 7 contracts

Samples: Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc), Assignment and Assumption (Piedmont Natural Gas Co Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary Group Member as would be obtainable by the Borrower or such Subsidiary Group Member at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 6 contracts

Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.except:

Appears in 6 contracts

Samples: Credit Agreement (LivaNova PLC), Credit Agreement (LivaNova PLC), Credit Agreement (Alkermes Plc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to (a) transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors and (b) transactions expressly permitted by this Agreement.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (Resmed Inc), Credit Agreement (Resmed Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as than would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 6 contracts

Samples: Credit Agreement, Collateral Agreement (Diamond Foods Inc), Credit Agreement (Post Holdings, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Western Refining, Inc.), Revolving Credit Agreement (Western Refining, Inc.), Revolving Credit Agreement (Western Refining, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction this Section shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.prohibit:

Appears in 5 contracts

Samples: Credit Agreement (Polycom Inc), Credit Agreement (Polycom Inc), Credit Agreement (Neustar Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable in all material respects to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.following:

Appears in 5 contracts

Samples: Credit Agreement (ASGN Inc), Credit Agreement (On Assignment Inc), Credit Agreement (On Assignment Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 5 contracts

Samples: Credit Agreement (Samson Oil & Gas LTD), Credit Agreement (MV Partners LLC), Credit Agreement (Northwest Pipe Co)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (including without limitation, whether the purchase from, sale to, or not exchange of property with, or the rendering of any service by or from, any Affiliate), except in the ordinary course of businessof, other than on and pursuant to the reasonable requirements of, the Borrower’s or any Guarantor’s business and upon fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as Guarantor than would be obtainable by the Borrower or such Subsidiary at the time obtained in a comparable arm’s arms-length transaction with a Person other than an Affiliate, Affiliate provided that the foregoing restriction shall not apply to such transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariesare otherwise permitted hereunder.

Appears in 5 contracts

Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas, LP), Credit Agreement (Comstock Resources Inc)

Transactions with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 except that the foregoing restriction shall not apply to transactions between or among the Borrower and any one or more of its wholly-owned Subsidiaries Subsidiaries, or between and or among any the Borrower’s wholly-owned Subsidiaries.

Appears in 5 contracts

Samples: Credit Agreement (Patterson Uti Energy Inc), Term Loan Agreement (Patterson Uti Energy Inc), Credit Agreement (Patterson Uti Energy Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not except in the ordinary course of business, other than on business or upon fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as than would be obtainable by obtain in a comparable arm’s-length transaction with a Person not an Affiliate of the Borrower or such Subsidiary at the time in a comparable arm’s length and provided such transaction with a Person other than an Affiliate, provided that the foregoing restriction shall is not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariesotherwise restricted hereunder.

Appears in 5 contracts

Samples: Credit Agreement (St Jude Medical Inc), Term Loan Agreement (St Jude Medical Inc), Term Loan Agreement (St Jude Medical Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (SCB Computer Technology Inc), Credit Agreement (Littelfuse Inc /De), Assignment and Assumption Agreement (Littelfuse Inc /De)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the any Borrower or such Subsidiary as would be obtainable by the applicable Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any Loan Parties that are otherwise permitted by the terms of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariesthis Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 . The foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesGuarantor.

Appears in 4 contracts

Samples: Loan Agreement (RGC Resources Inc), Term Loan Agreement (RGC Resources Inc), Term Loan Agreement (RGC Resources Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 4 contracts

Samples: Credit Agreement (Nu Skin Enterprises, Inc.), Second Lien Credit Agreement (RiskMetrics Group Inc), First Lien Credit Agreement (RiskMetrics Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (other than with any other Company), whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such a Subsidiary thereof as would 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 foregoing restriction shall not apply to transactions between or among the Borrower Investments and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesRestricted Payments expressly permitted hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Cim Real Estate Finance Trust, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cole Credit Property Trust V, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (National Healthcare Corp), Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Callaway Golf Co /Ca)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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. The following items will not be deemed to be transaction with an Affiliate and, provided that therefore, will not be subject to the foregoing restriction shall not apply to transactions between or among provisions of the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.prior paragraph:

Appears in 3 contracts

Samples: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Green Mountain Coffee Roasters Inc), Credit Agreement (Gentiva Health Services Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, as determined by the Borrower in good faith; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 3 contracts

Samples: Credit Agreement (Kbr, Inc.), Syndicated Facility Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its whollyWholly-owned Owned Subsidiaries or between and among any whollyWholly-owned Owned Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Tower Group, Inc.), Credit Agreement (Tower Group, Inc.), Credit Agreement (Pacer International Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Subsidiary Guarantor or between and among any wholly-owned SubsidiariesSubsidiary Guarantors.

Appears in 3 contracts

Samples: Credit Agreement (Northwest Pipe Co), Credit Agreement (Hologic Inc), Credit Agreement (Northwest Pipe Co)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would reasonably be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower Loan Parties and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.the following:

Appears in 3 contracts

Samples: Security Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Credit Agreement (Ciena Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to to: (a) transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned Guarantors; or (b) Permitted Investments in Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Wageworks, Inc.), Amended and Restated Credit Agreement (Wageworks, Inc.), Credit Agreement (Wageworks, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrowers, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Borrowers or such Subsidiary as would be obtainable by the Borrower Borrowers or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 3 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and Loan Parties or any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties (other than Holdings).

Appears in 3 contracts

Samples: Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction restrictions shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 2 contracts

Samples: Assignment and Assumption (Sheridan Group Inc), Assignment and Assumption (Sheridan Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 2 contracts

Samples: Credit Agreement (Nu Skin Enterprises Inc), Credit Agreement (Nu Skin Enterprises Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 2 contracts

Samples: Credit Agreement (Main Street Restaurant Group, Inc.), Credit Agreement (Infrasource Services Inc)

Transactions with Affiliates. Enter into or permit to exist any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Parent or such Restricted Subsidiary as would be obtainable by the Borrower Parent or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 2 contracts

Samples: Credit Agreement (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 2 contracts

Samples: Assignment and Assumption (Emergent BioSolutions Inc.), Credit Agreement (Western Refining, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 except that the foregoing restriction following shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.be permitted:

Appears in 2 contracts

Samples: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Private Business Inc), Credit Agreement (Goldleaf Financial Solutions Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as not materially less favorable to the Borrower or such Restricted Subsidiary as than would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 2 contracts

Samples: Credit Agreement (Healthequity, Inc.), Credit Agreement (Post Holdings, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the either Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc), First Lien Credit Agreement (Prospect Medical Holdings Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantors or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 2 contracts

Samples: Credit Agreement (Tech Data Corp), Intercreditor Agreement (Tech Data Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would reasonably 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 foregoing restriction shall not apply to transactions between or among the Borrower Loan Parties and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.the following:

Appears in 2 contracts

Samples: Credit Agreement (Ciena Corp), Credit Agreement (Ciena Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesDomestic Credit Parties.

Appears in 2 contracts

Samples: Credit Agreement (Ptek Holdings Inc), Credit Agreement (Rehabcare Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.), Credit Agreement (Tri-State Generation & Transmission Association, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, Borrower other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s arm’s-length transaction transactions with a Person other than an Affiliate, Affiliates that are not otherwise prohibited hereunder; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its whollyWholly-owned Owned Subsidiaries or between and among any whollyof Borrower’s Wholly-owned Owned Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Stater Bros Holdings Inc), Credit Agreement (Stater Bros Holdings Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the any Borrower or such Subsidiary as would be obtainable by the applicable Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower Loan Parties that are otherwise permitted by the terms of this Agreement and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariesto Qualified Securitization Transactions.

Appears in 2 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, Borrower other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s arm’s-length transaction transactions with a Person other than an Affiliate, Affiliates that are otherwise permitted hereunder; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its whollyWholly-owned Owned Subsidiaries that are Guarantors or between and among any whollyWholly-owned SubsidiariesOwned Subsidiaries of the Borrower that are Guarantors.

Appears in 2 contracts

Samples: Credit Agreement (Stater Bros Holdings Inc), Credit Agreement (Stater Bros Holdings Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions solely between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Newpark Resources Inc), Credit Agreement (Newpark Resources Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its whollyWholly-owned Owned Subsidiaries or Guarantors or between and among any whollyWholly-owned SubsidiariesOwned Subsidiaries or Guarantors.

Appears in 2 contracts

Samples: Credit Agreement (Media General Inc), Credit Agreement (Media General Inc)

Transactions with Affiliates. Enter or agree to enter into any transaction of any kind with any Affiliate of the Borrower, whether Borrower or not of any Subsidiary of the Borrower except (i) under the Loan Documents or (ii) in the ordinary course of business, other than on business and pursuant to the reasonable requirements of the business of the Borrower or such Subsidiary and upon fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as would be obtainable by than the Borrower or such Subsidiary at the time would obtain in a comparable arm’s arm's-length transaction with a Person other than not an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among Affiliate of the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariessuch Subsidiary.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Integrated Health Services Inc), Revolving Credit Agreement (Integrated Health Services Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Restricted Subsidiary as would be obtainable by the such Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 2 contracts

Samples: Credit Agreement (Platform Specialty Products Corp), Credit Agreement (Platform Specialty Products Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariessuch parties under this Agreement.

Appears in 1 contract

Samples: Possession Security Agreement (Americanwest Bancorporation)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrowers, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Borrowers or such Subsidiary as would be obtainable by the Borrower Borrowers or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to: 103

Appears in 1 contract

Samples: Credit Agreement (Leslie's, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned it Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Southwest Water Co)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply (a) to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Vonage Holdings Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and A/74396737.7 reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (Dynamics Research Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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, provided however, that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.following transactions

Appears in 1 contract

Samples: Loan Agreement (Integramed America Inc)

Transactions with Affiliates. Enter into into, assume or suffer to exist any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Precision Castparts Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not 62 apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Texas Roadhouse, Inc.)

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Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantors or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (Tech Data Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.except:

Appears in 1 contract

Samples: Credit Agreement (Auxilium Pharmaceuticals Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.otherwise restrict:

Appears in 1 contract

Samples: Credit Agreement (Fresh Market, Inc.)

Transactions with Affiliates. Enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Loan Parties or between and among any wholly-owned Subsidiariesthe transactions contemplated by the Restructuring Support Agreement.

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Transactions with Affiliates. Enter into or permit to exist any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Basic Energy Services Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties. 7.9.

Appears in 1 contract

Samples: Credit Agreement (Salem Communications Corp /De/)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially at least as favorable to the Borrower or such Subsidiary and the other Loan Parties as would be obtainable by the Borrower or and such Subsidiary other Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (Sunedison, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary Guarantor as would be obtainable by the Borrower or such Subsidiary Guarantor at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions entirely between or among the Borrower and any of its wholly-owned Subsidiaries one or more Guarantors or entirely between and among any wholly-owned SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction following shall not apply be deemed to be Affiliate transactions between or among subject to the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.foregoing limitations:

Appears in 1 contract

Samples: Credit Agreement (Tupperware Brands Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.following:

Appears in 1 contract

Samples: Credit Agreement (Rehabcare Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned it Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Southwest Water Co)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Loan Parties or between and among any wholly-owned Subsidiariesto the Separation or to the Distribution.

Appears in 1 contract

Samples: Credit Agreement (Harvard Bioscience Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary any Guarantor as would be obtainable by the Borrower or such Subsidiary Guarantor at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions (i) transaction between or among the Borrower Loan Parties not prohibited hereunder and any of its wholly-owned Subsidiaries or between (ii) Investments and among any wholly-owned SubsidiariesRestricted Payments not prohibited hereunder.

Appears in 1 contract

Samples: Credit Agreement (FS Credit Real Estate Income Trust, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on terms and conditions reasonably fair and reasonable terms substantially as favorable to in all material respects in the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliategood faith judgment of Borrower, provided that (a) the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned Guarantors and (b) Borrower may make investments consisting of advances and capital contributions to Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Getty Images Inc)

Transactions with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesSubsidiaries so long as such transactions are in accordance with applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (Philadelphia Consolidated Holding Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower or any Restricted Subsidiary, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Luminent Mortgage Capital Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the . The foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesGuarantor.

Appears in 1 contract

Samples: Loan Agreement (RGC Resources Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the a Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrowers, any Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (Chipotle Mexican Grill Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesGuarantor.

Appears in 1 contract

Samples: Credit Agreement (Athenahealth Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Restricted Subsidiaries or between and among any wholly-owned Restricted Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.Loan Parties. 7.09

Appears in 1 contract

Samples: Credit Agreement (Advanced Emissions Solutions, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate. The following items will not be deemed to be transaction with an Affiliate and, provided that therefore, will not be subject to the foregoing restriction shall not apply to transactions between or among provisions of the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.prior paragraph:

Appears in 1 contract

Samples: Credit Agreement (Gentiva Health Services Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the a Borrower and any of its wholly-owned Subsidiaries Guarantor or between and among any wholly-owned SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (Stride Rite Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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, provided that the foregoing restriction shall not apply to transactions transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariessuch parties under this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (Crumbs Bake Shop, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowersuch Borrower or such Subsidiary, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 1 contract

Samples: Credit Agreement (World Fuel Services Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, irrespective of whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such a Subsidiary of Borrower as would be obtainable by the Borrower or such Subsidiary Person at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to to: (a) transactions between or among the Borrower Loan Parties; (b) Restricted Payments permitted hereunder; and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries(c) Guarantees permitted by Section 7.03(c).

Appears in 1 contract

Samples: Loan and Security Agreement (Intercloud Systems, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (including without limitation, whether the purchase from, sale to, or not exchange of property with, or the rendering of any service by or from, any Affiliate), except in the ordinary course of businessof, other than on and pursuant to the reasonable requirements of, the Borrower’s or any Guarantor’s business and, in each case, upon fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as Guarantor than would be obtainable by the Borrower or such Subsidiary at the time obtained in a comparable arm’s arms-length transaction with a Person other than an Affiliate, Affiliate provided that the foregoing restriction shall not apply to such transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiariesare otherwise permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (Bois D Arc Energy, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Revolving Credit Agreement (Keystone Automotive Operations Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries Subsidiary or between and among any wholly-owned SubsidiariesSubsidiary so long as such transaction is otherwise permitted in this Agreement or the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Sonus Networks Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Credit Agreement (Platform Specialty Products Corp)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than those reflected in the Approved Budget and that are on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary Borrowers as would be obtainable by the Borrower or such Subsidiary Borrowers at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesBorrowers.

Appears in 1 contract

Samples: bankrupt.com

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower or any of its Subsidiaries, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as than would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Credit Agreement (Diamond Foods Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms not substantially as less favorable to the Borrower or such Subsidiary as would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Credit Agreement (Del Monte Foods Co)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to

Appears in 1 contract

Samples: Term Loan Agreement (Mohawk Industries Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, as determined by the Borrower in good faith; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Credit Agreement (Kbr, Inc.)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Playboy Enterprises Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the such Borrower or such Subsidiary as would be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, ; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 1 contract

Samples: Management Services Agreement (Prospect Medical Holdings Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned SubsidiariesLoan Parties.

Appears in 1 contract

Samples: Credit Agreement (Alderwoods Group Inc)

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as no less favorable to the Borrower or such Subsidiary as than would 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 foregoing restriction shall not apply to transactions between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.to:

Appears in 1 contract

Samples: Credit Agreement (Diamond Foods Inc)

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