Common use of Transactions with Controlling Affiliates Clause in Contracts

Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to, (except pursuant to contracts outstanding as of (a) with respect to the Company, the Effective Date or (b) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the Company) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, this Section 7.4 shall not prohibit: (i) arrangements entered in the ordinary course of business with any officer, director or employee of any Credit Party or Restricted Subsidiary; (ii) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; (iii) any transaction not otherwise prohibited by this Agreement between or among the Company and/or any of its Subsidiaries; and (iv) any transactions and arrangements permitted by, and complying with the applicable terms of, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11.

Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to, (except pursuant to contracts outstanding as of (ai) with respect to the Company, the Effective Date Date, or (bii) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the Company) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the [364-Day Revolving Credit Agreement] aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, the following transactions and arrangements will not be prohibited by this Section 7.4 shall not prohibit6.13: (i) arrangements entered in the ordinary course of business with any officerNoble Yieldco Formation Transactions, director or employee of any Credit Party or Restricted Subsidiary; (ii) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; Noble Yieldco IPO, and (iii) any transaction not otherwise prohibited by this Agreement other transactions or arrangements between or among any member of the Noble Yieldco Group, on the one hand, and the Company and/or any of and its Subsidiaries; and Subsidiaries (iv) any other than the Noble Yieldco Group), on the other hand, so long as such transactions and arrangements permitted byare fair and reasonable to the Company and its Subsidiaries (other than the Noble Yieldco Group) in all material respects, taking into account the totality of the relationship between the Company and its Subsidiaries (other than the Noble Yieldco Group), on the one hand, and complying with the applicable terms ofNoble Yieldco Group, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11on the other hand.

Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to, (except pursuant to contracts outstanding as of (ai) with respect to the Company, the Effective Date Date, or (bii) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the Company) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, the following transactions and arrangements will not be prohibited by this Section 7.4 shall not prohibit6.13: (i) arrangements entered in the ordinary course of business with any officerNoble Yieldco Formation Transactions, director or employee of any Credit Party or Restricted Subsidiary; (ii) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; Noble Yieldco IPO, and (iii) any transaction not otherwise prohibited by this Agreement other transactions or arrangements between or among any member of the Noble Yieldco Group, on the one hand, and the Company and/or any of and its Subsidiaries; and Subsidiaries (iv) any other than the Noble Yieldco Group), on the other hand, so long as such transactions and arrangements permitted byare fair and reasonable to the Company and its Subsidiaries (other than the Noble Yieldco Group) in all material respects, taking into account the totality of the relationship between the Company and its Subsidiaries (other than the Noble Yieldco Group), on the one hand, and complying with the applicable terms ofNoble Yieldco Group, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11on the other hand.

Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to, (except pursuant to contracts outstanding as of (a) with respect to the Company, the Effective Date or (b) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the CompanySubsidiary) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger merger, amalgamation, or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, this Section 7.4 shall not prohibit: (i) arrangements entered in the ordinary course of business with any officer, director or employee of any Credit Party or Restricted Subsidiary; (ii) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; (iii) any transaction not otherwise prohibited by this Agreement between or among the Company and/or any of its Subsidiaries; and (iv) any transactions and arrangements permitted by, and complying with the applicable terms of, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11.

Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to, to (except pursuant to contracts outstanding as of (ai) with respect to the Company, the Effective Date Date, or (bii) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the Company) ), enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger merger, amalgamation or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an [Senior Secured Revolving Credit Agreement] 112 arms’ length transaction with a Person that is not a Controlling Affiliate, or, if in the good faith judgment of the Board of Directors of the Company, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, this Section 7.4 shall not prohibit: (ia) arrangements entered in the ordinary course of business with any officer, director or employee of any Credit Party or Restricted Subsidiary; (iib) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; (iiic) any transaction not otherwise prohibited by this Agreement between or among the Company and/or any of its Subsidiaries; and (ivd) any transactions and arrangements permitted by, and complying with the applicable terms of, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11.