Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 14 contracts

Samples: Credit Agreement (Education Realty Trust, Inc.), Credit Agreement (Meadowbrook Insurance Group Inc), Credit Agreement (Education Realty Trust, Inc.)

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Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower Company or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Company and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 12 contracts

Samples: Credit Agreement (Analogic Corp), Credit Agreement (John Bean Technologies CORP), Credit Agreement (MATERION Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 10 contracts

Samples: Credit Agreement (Angiodynamics Inc), Credit Agreement (Chicos Fas Inc), Credit Agreement (GoPro, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 9 contracts

Samples: Assignment and Assumption (Cheesecake Factory Inc), Assignment and Assumption (Cheesecake Factory Inc), Credit Agreement (Asset Acceptance Capital Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.07 and (d) transactions contemplated by any Permitted Receivables Facility Documents.

Appears in 8 contracts

Samples: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 7 contracts

Samples: Revolving Credit Loan Agreement (Lone Star Steakhouse & Saloon Inc), Credit and Term Loan Agreement (Fpic Insurance Group Inc), Revolving Credit Loan Agreement (CBRL Group Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 7 contracts

Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball International Inc), Credit Agreement (Kimball Electronics, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06, and (d) as permitted by Section 6.03.

Appears in 5 contracts

Samples: Credit Agreement (Education Realty Operating Partnership L P), Credit Agreement (Education Realty Operating Partnership L P), Assignment and Assumption (Education Realty Operating Partnership L P)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, and (c) any Restricted Payment permitted by Section 6.06.

Appears in 5 contracts

Samples: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-arm’s length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.04 and (d) notional pooling cash management arrangements extended in the ordinary course of business.

Appears in 5 contracts

Samples: Assignment and Assumption (Ingredion Inc), Assignment and Assumption (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Deltic Timber Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.06 and (d) any investment permitted by clause (h) of Section 6.04.

Appears in 5 contracts

Samples: Assignment and Assumption (Heartland Payment Systems Inc), Assignment and Assumption (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)

Transactions with Affiliates. The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company, the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Company, the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.6.

Appears in 5 contracts

Samples: Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 5 contracts

Samples: Credit Agreement (Smithfield Foods Inc), Bridge Loan and Security Agreement (Smithfield Foods Inc), Credit Agreement (Trinity Industries Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate and Affiliates, (c) any Restricted Payment permitted by Section 6.067.5 and (d) transactions permitted under Section 7.4(e).

Appears in 5 contracts

Samples: Agreement, Credit and Term Loan Agreement (Aaron's Inc), Agreement (Aaron's Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 5 contracts

Samples: Credit Agreement (Claiborne Liz Inc), Day Credit Agreement (Claiborne Liz Inc), Day Credit Agreement (Claiborne Liz Inc)

Transactions with Affiliates. The Such Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Company and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment transaction permitted by Section 6.06Sections 6.01, 6.03, 6.04, 6.06 and 6.09.

Appears in 4 contracts

Samples: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft Group, Inc.), Credit Agreement (Spartan Motors Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries any Subsidiary not involving any other Affiliate Affiliates and (c) any Restricted Payment expressly permitted by Section 6.067.4.

Appears in 4 contracts

Samples: Term Loan Agreement (Community Bankers Trust Corp), Term Loan Agreement (Hancock Holding Co), Term Loan Agreement (Hancock Holding Co)

Transactions with Affiliates. The Administrative Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Administrative Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Administrative Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.6. The CCT Transactions shall not be prohibited by this Section 6.7.

Appears in 3 contracts

Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 3 contracts

Samples: Credit Agreement (Raven Industries Inc), Credit Agreement (Idx Systems Corp), Credit Agreement (Mobility Electronics Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Wholly-Owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 3 contracts

Samples: Term Loan Agreement (Perrigo Co), Credit Agreement (Argonaut Group Inc), Term Loan Agreement (Perrigo Co)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third partiesparties in comparable transactions, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.05.

Appears in 3 contracts

Samples: Credit Agreement (Great Plains Ethanol LLC), Credit Agreement (Golden Grain Energy), Credit Agreement (Western Plains Energy LLC)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.05.

Appears in 3 contracts

Samples: Credit Agreement (Strategic Storage Trust, Inc.), Credit Agreement (Strategic Storage Trust, Inc.), Credit Agreement (Strategic Storage Trust, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliates, and which are not prohibited by Section 7.4 and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 3 contracts

Samples: Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit Loan Agreement (American Healthways Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned the Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.9 and (d) any other transaction expressly permitted by Section 6.5.

Appears in 3 contracts

Samples: Reimbursement Agreement (SPX Corp), Collateral Agreement (SPX Corp), SPX Corp

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'saim’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 3 contracts

Samples: Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors Inc)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving any other Affiliate Affiliate, (c) transactions described on Schedule 7.07, and (cd) any Restricted Payment permitted by Section 6.067.06.

Appears in 3 contracts

Samples: Assignment and Assumption (Exco Resources Inc), Senior Unsecured Term Credit Agreement (Exco Resources Inc), Credit Agreement (Exco Resources Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Exactech Inc), Revolving Credit Loan Agreement (American Healthways Inc), Loan Agreement (Us Xpress Enterprises Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.067.06.

Appears in 3 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Marine Products, Inc.), Credit Agreement (Trinity Industries Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Company and its wholly direct or indirect wholly-owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 3 contracts

Samples: Credit Agreement (Altra Industrial Motion Corp.), Credit Agreement (Altra Industrial Motion Corp.), Credit Agreement (Altra Holdings, Inc.)

Transactions with Affiliates. The Except during the continuance of an Event of Default, the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.7.

Appears in 3 contracts

Samples: Loan Agreement (Fred Meyer Inc), Loan Agreement (Quality Food Centers Inc), Credit Agreement (Fred Meyer Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.04 and (d) notional pooling cash management arrangements extended in the ordinary course of business.

Appears in 3 contracts

Samples: Assignment and Assumption (Ingredion Inc), Term Loan Credit Agreement (Corn Products International Inc), Assignment and Assumption (Corn Products International Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment payment of dividends, other restricted payments or other transaction permitted by Section 6.065.10(e) or Section 5.16.

Appears in 3 contracts

Samples: Second Priority Credit Agreement (Istar Financial Inc), Priority Credit Agreement (Istar Financial Inc), First Priority Credit Agreement (Istar Financial Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 3 contracts

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

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, (c) in the ordinary course of business consistent with past practices for the provision of general and customary corporate services and (cd) any Restricted Payment permitted by Section 6.066.07.

Appears in 3 contracts

Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate , and (c) any the granting by the Borrower of Restricted Payment Guarantees permitted by under Section 6.066.02."

Appears in 2 contracts

Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.05 and (d) any loan or advance or any purchase or acquisition of assets permitted by Section 6.03(g).

Appears in 2 contracts

Samples: Credit Agreement (Strategic Storage Growth Trust, Inc.), Credit Agreement (Strategic Storage Growth Trust, Inc.)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Parent and its wholly owned Wholly Owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.06 and (d) as permitted by Section 6.01(d) or Section 6.04.

Appears in 2 contracts

Samples: Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Parent and its wholly owned Wholly Owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.06, (d) pursuant to the terms of the Intercompany Loan Agreement and (e) as permitted by Section 6.04.

Appears in 2 contracts

Samples: Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.6.

Appears in 2 contracts

Samples: Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except: (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, ; (b) transactions between or among the Borrower and its wholly owned Subsidiaries any Subsidiary not involving any other Affiliate Affiliates; and (c) any Restricted Payment permitted by Section 6.068.5.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Atlantic American Corp), Revolving Credit Agreement (Atlantic American Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable favourable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 2 contracts

Samples: Credit Agreement (Biovail Corp International), Credit Agreement (Biovail Corp International)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.08 and (d) transactions contemplated by any Permitted Receivables Facility Documents.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Arcosa, Inc.), Amended and Restatedcredit Agreement (Arcosa, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.067.07.

Appears in 2 contracts

Samples: Credit Agreement (Claiborne Liz Inc), Year Credit Agreement (Claiborne Liz Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its [wholly owned owned] Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 2 contracts

Samples: Credit Agreement (Almost Family Inc), Credit Agreement (Almost Family Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its consolidated Subsidiaries to, sell, lease or otherwise transfer any property Property or assets to, or purchase, lease or otherwise acquire any property services or any Property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions not otherwise prohibited or restricted by this Agreement or the other Loan Documents between or among the Borrower and its wholly owned Wholly-Owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 2 contracts

Samples: Credit Agreement (Lufkin Industries Inc), Credit Agreement (Lufkin Industries Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets Property to, or purchase, lease or otherwise acquire any property or assets Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm'sarm’s-length basis at fair market value from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.07 and (d) any transaction permitted by Section 6.04.

Appears in 2 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Material Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices transactions on fair and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third partiesreasonable terms, (b) transactions between or among the Borrower and its wholly wholly-owned Restricted Subsidiaries not involving any other Affiliate Affiliate, and (c) any Restricted Payment investments in Unrestricted Subsidiaries permitted by pursuant to Section 6.067.04(a).

Appears in 2 contracts

Samples: Term Loan Agreement (Qep Resources, Inc.), Credit Agreement (Qep Resources, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.07 and (d) any transactions between or among the Borrower and its Subsidiaries involving the provision of cash management or general corporate services.

Appears in 2 contracts

Samples: Credit Agreement (Quality Systems, Inc), Credit Agreement (Quality Systems, Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section SECTION 6.06.

Appears in 2 contracts

Samples: Credit Agreement (Genencor International Inc), Credit Agreement (Genencor International Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06SECTION 6.1(c).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Berkshire Income Realty, Inc.), Revolving Credit Agreement (Berkshire Income Realty Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its their Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower Borrowers or such Subsidiary their Subsidiaries than could be obtained on an arm'sarm’s-length basis from unrelated third parties, and (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 2 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned the Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 2 contracts

Samples: Credit Agreement (Grupo Iusacell Sa De Cv), Credit Agreement (Grupo Iusacell Celular Sa De Cv)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 2 contracts

Samples: Credit Agreement (Wilson Greatbatch Technologies Inc), Credit Agreement (Greatbatch, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, and (c) any the granting by the Borrower of Restricted Payment Guarantees permitted by under Section 6.066.02.

Appears in 2 contracts

Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its direct or indirect wholly owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.4.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

Transactions with Affiliates. The No Borrower will, nor will not, and will not it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business transactions at prices and on terms and conditions not less favorable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Borrowers and its wholly owned the Restricted Subsidiaries not involving any other Affiliate and Affiliate, (c) transactions expressly permitted to be undertaken with or for the benefit of Affiliates by any of Sections 6.01, 6.03, and 6.04, and (d) Restricted Payment Payments permitted by Section 6.066.05.

Appears in 2 contracts

Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Regulated Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Regulated Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Regulated Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

Appears in 2 contracts

Samples: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.07 and (d) any investment permitted by Section 6.04.

Appears in 2 contracts

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

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliates, or (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 2 contracts

Samples: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Parent and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.06 and (d) payment of customary fees to members of the board of directors of the Borrower and any of its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Citrix Systems Inc), Assignment and Assumption (Citrix Systems Inc)

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Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.05 and (e) payment of management or advisory fees permitted by Section 6.10.

Appears in 2 contracts

Samples: Credit Agreement (Strategic Storage Trust II, Inc.), Credit Agreement (Strategic Storage Trust II, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.06 and (d) any transactions constituting investments permitted by Section 6.04.

Appears in 2 contracts

Samples: Credit Agreement (Progress Software Corp /Ma), Credit Agreement (Progress Software Corp /Ma)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, and (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 2 contracts

Samples: Term Credit Agreement (Acxiom Corp), Credit Agreement (Acxiom Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions (including amendments or modifications to prior or existing transactions) with, any of its Affiliates, except (a) in the ordinary course of business for transactions at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, (c) pursuant to existing Restricted Stock Plans, and (cd) any Restricted Payment permitted by Section 6.066.05.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Media Corp /De/), Credit Agreement (Liberty Media Corp /De/)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.7.

Appears in 2 contracts

Samples: Bridge Credit Agreement (Fred Meyer Inc), Day Credit Agreement (Fred Meyer Inc)

Transactions with Affiliates. The Borrower Except during the continuance of an Event of Default, the Lessee will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower Lessee or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower Lessee and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.069.5(g).

Appears in 2 contracts

Samples: Participation Agreement (Quality Food Centers Inc), Participation Agreement (Fred Meyer Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.04.

Appears in 2 contracts

Samples: Credit Agreement (Friedman Billings Ramsey Group Inc), Credit Agreement (Friedman Billings Ramsey Group Inc)

Transactions with Affiliates. The Borrower Parent will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower Parent or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Parent and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.05 and (e) payment of management or advisory fees permitted by Section 6.10.

Appears in 2 contracts

Samples: Credit Agreement (Strategic Storage Trust II, Inc.), Credit Agreement (Strategic Storage Trust II, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.067.06 and (d) any Investment permitted by clause (h) of Section 7.04.

Appears in 2 contracts

Samples: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis at fair market value from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.067.06.

Appears in 2 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc)

Transactions with Affiliates. The Each Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its their Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable favourable to the such Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the any Borrower and its wholly owned Subsidiaries any Subsidiary, or between Subsidiaries, and in any such case not involving any of their other Affiliate and Affiliates, (c) any Restricted Payment permitted by Section 6.066.6 or any transaction contemplated by the Separation Agreements, and (d) any asset disposition permitted by Section 6.5(d).

Appears in 2 contracts

Samples: Credit Agreement (Tim Hortons Inc.), Credit Agreement (Tim Hortons Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, (c) transactions permitted under Sections 6.01, 6.02 and 6.04 and (cd) any Restricted Payment permitted by Section 6.06.

Appears in 2 contracts

Samples: Security Agreement (Deckers Outdoor Corp), Security Agreement (Deckers Outdoor Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (ai) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (bii) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliates, (ciii) any Restricted Payment permitted by Section 6.067.5 and (iv) any transaction permitted under Section 7.4(e).

Appears in 2 contracts

Samples: Contribution Agreement (Dollar General Corp), Revolving Credit Agreement (Dollar General Corp)

Transactions with Affiliates. The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company, the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Company, the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.0610.6.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Trust of America Holdings, LP)

Transactions with Affiliates. The Borrower Parent will not, and nor will not it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on Credit Agreement terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.067.06.

Appears in 1 contract

Samples: Credit Agreement (Collegiate Funding Services Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate Affiliate, and (c) any Restricted Payment permitted by Section 6.06.

Appears in 1 contract

Samples: Assignment and Assumption (Electro Rent Corp)

Transactions with Affiliates. The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company, the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Company, the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.0610.6.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Trust of America, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries the Subsidiary Loan Parties not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 1 contract

Samples: Revolving Credit Agreement (Sykes Enterprises Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business and at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Consolidated Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.5.

Appears in 1 contract

Samples: Term Loan Agreement (Unisource Energy Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its direct or indirect wholly owned Subsidiaries not involving any other Affiliate Affiliates and (c) any Restricted Payment permitted by Section 6.06.7.5. Section 7.8

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Ruby Tuesday Inc)

Transactions with Affiliates. The Borrower will not, and ---------------------------- will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by under Section 6.066.06 and (d) investments permitted under Section 6.04(d).

Appears in 1 contract

Samples: Credit Agreement (Cambridge Technology Partners Massachusetts Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and nor will not they permit any of its their Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the any Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among either of the Borrower Borrowers and its their wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.06.; (d) any transaction which is not permitted (in whole or in part) under Section 6.07(a) above entered into

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 1 contract

Samples: Credit Agreement (Albany Molecular Research Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates (other than the Borrower or any Subsidiary that is not a JV Subsidiary), except (a) in the ordinary course of business at prices and transactions that are on terms and conditions not materially less favorable to the Borrower or such Subsidiary than could be obtained it would obtain on an arm'sarm’s-length basis from unrelated third partiesa Person that is not an Affiliate, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.6.07, (c) customary fees and indemnifications paid to directors

Appears in 1 contract

Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between 44 38 or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07.

Appears in 1 contract

Samples: Credit Agreement (Claiborne Liz Inc)

Transactions with Affiliates. The Except as set forth in Schedule 6.09, the Borrower will not, and not nor will not the Borrower permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to any Subsidiary of the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries Loan Parties not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 1 contract

Samples: Credit Agreement (Ixl Enterprises Inc)

Transactions with Affiliates. The Borrower Borrowers will not, and nor will not they permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property property, assets or assets services from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the relevant Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower Borrowers and its wholly owned the Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 1 contract

Samples: Credit Agreement (MTS Inc)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.05, (d) any loan or advance or any purchase or acquisition of assets permitted by Section 6.03(g), and (e) payment of management or advisory fees permitted by Section 6.10.

Appears in 1 contract

Samples: Credit Agreement (Strategic Storage Trust II, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment Payments permitted by Section 6.066.08.

Appears in 1 contract

Samples: Assignment and Assumption (DCT Industrial Trust Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Regulated Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Regulated Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Regulated Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06. SECTION 6.08.

Appears in 1 contract

Samples: Jpmorgan Credit Agreement (Central Vermont Public Service Corp)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except: (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-arm's- length basis from unrelated third parties, and (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 1 contract

Samples: Intercreditor Agreement (Acxiom Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third partiesbusiness, (b) transactions between or among the Borrower and its wholly owned the Wholly-Owned Subsidiaries not involving any other Affiliate (in each case to the extent not otherwise prohibited by other provisions of this Agreement) and (c) any Restricted Payment Payments permitted by Section 6.06.

Appears in 1 contract

Samples: Credit Agreement (Jupitermedia Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries the Subsidiary Loan Parties not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.08, and (d) compensation and indemnification of, and other employment arrangements with, officers and directors.

Appears in 1 contract

Samples: Credit Agreement (PharMerica CORP)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries Credit Parties not involving any other Affiliate and Affiliate, (c) any Restricted Payment permitted by Section 6.066.06 and (d) any loan or advance permitted by Section 6.01(h).

Appears in 1 contract

Samples: Credit Agreement (Vera Bradley, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Consolidated Subsidiaries not involving any other Affiliate and Affiliates (subject to limitations in Section 6.4), (c) any Restricted Payment permitted by Section 6.066.5, (d) in any Permitted Securitization Transaction, and (e) the Merger and the other Transactions.

Appears in 1 contract

Samples: Term Loan Agreement (Fidelity National Information Services, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesSubsidiaries, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.07, (c) the transactions described in Section 6.04 and (d) transactions permitted under Section 6.05(g).

Appears in 1 contract

Samples: Credit Agreement (Topps Co Inc)

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries the Subsidiary Loan Parties not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.066.08.

Appears in 1 contract

Samples: Credit Agreement (Current Media, Inc.)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Regulated Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Regulated Subsidiary than could be obtained on an arm'sarm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly wholly-owned Regulated Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06. SECTION 6.08.

Appears in 1 contract

Samples: Credit Agreement (Central Vermont Public Service Corp)

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower such Loan Parties or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Loan Parties and/or their Subsidiaries not involving any other Affiliate Affiliates, and (c) any Restricted Payment permitted by Section 6.067.5.

Appears in 1 contract

Samples: Credit Agreement (Issuer Direct Corp)

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