Bona Fide Transactions Clause Samples

The Bona Fide Transactions clause defines and requires that all transactions covered by the agreement must be genuine, conducted in good faith, and not intended to deceive or circumvent the contract’s terms. In practice, this means that parties must engage in legitimate business dealings, such as actual sales or services, rather than creating sham or artificial transactions to manipulate outcomes or obligations. The core function of this clause is to prevent fraudulent or insincere activities, thereby ensuring the integrity of the agreement and protecting both parties from bad faith conduct.
Bona Fide Transactions. ▇▇▇▇▇▇▇▇ agrees that all ▇▇▇▇▇▇.▇▇▇ Transactions that ▇▇▇▇▇▇▇▇▇.▇▇▇ requests Bank to originate are the result of bona fide business transactions between Merchant and its customers and no such entries are, directly or indirectly, for the benefit of any third party whether in a service bureau or other context. Merchant will be considered the Originator of ▇▇▇▇▇▇.▇▇▇ Transactions submitted by ▇▇▇▇▇▇▇▇▇.▇▇▇ on behalf of ▇▇▇▇▇▇▇▇.
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Bona Fide Transactions. Customer shall not submit any Transaction that is not a good faith Transaction. A “good faith” Transaction means a Transaction that is (i) between the Customer and its End User, (ii) for the sale of goods and/or services (or a refund for such a sale) that are Customer’s property or that Customer has the legal right to sell, (iii) submitted on behalf of Customer (and not on behalf of any third party), and (iv) legal, authorized by the End User, non-fraudulent or otherwise damaging to the Payment Network(s), and (v) enforceable, collectible, and in full compliance with these Processing Terms, applicable law, and the Payment Network Rules.
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Bona Fide Transactions. Each Eligible Account Receivable is and will continue to be the valid and enforceable obligation, not represented by any Instrument or chattel paper, of Borrower's bona fide customer having legal capacity to contract, to whom Borrower will have, bona fide in the ordinary course of Borrower's business, contracted with or rendered services to or sold outright and shipped goods which prior thereto were owned by Borrower solely and absolutely, free of all liens, pledges, security interests and other encumbrances of every nature, except any security interest held by Bank;
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Bona Fide Transactions. The Finance Contracts represent undisputed, bona fide transactions being carried out in accordance with the terms and provisions contained in the Finance Contracts.
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Bona Fide Transactions. All Leases of any part of the Mortgaged Property shall be an arm's length transaction, shall be subject to all other applicable provisions of the Loan Documents, and except for the Master Lease, shall be for bona fide actual occupancy.
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Bona Fide Transactions. All Leases and subleases of any part of the Mortgaged Property shall be for bona fide actual occupancy, shall be an arm's length transaction, and shall be subject to all other applicable provisions of the Loan Documents.
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Related to Bona Fide Transactions

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • Alternative Transactions (a) Between the Original Signing Date and the Closing Date, except for the issuance of shares of Common Stock issuable as of the Original Signing Date as set forth in Schedule 3.1(g) and the Securities being issued pursuant to this Agreement, the Company shall not (i) issue or agree to issue any additional shares of Common Stock or other securities which provide the holder thereof the right to convert such securities into shares of Common Stock or (ii) directly or indirectly, by act or omission, solicit, pursue, agree to, engage in or become subject to any recapitalization, reorganization or capital-raising transaction other than the transactions contemplated by the Transaction Documents. (b) If, prior to Closing, the Company takes any action that would, if the Warrant were outstanding at such time, result in an adjustment to the Shares issuable upon the exercise of the Warrant or the exercise price thereof, then, at the Purchaser’s option which may be exercised in the Purchaser’s sole discretion, the Company shall make appropriate adjustments with respect to the Securities to be issued to the Purchasers under this Agreement such that the Purchasers shall receive the benefit of such adjustments under the Warrant as if the provisions of the Warrant applied thereto mutatis mutandis and such Securities had been outstanding as of the date of such action in a manner that provides the Purchasers with substantially the same economic benefit from this Agreement as the Purchasers had prior to the applicable transaction. (c) In the event this Agreement is terminated by the Purchaser pursuant to Sections 6.16(a)(iv), (vi) or (vii) and, within 12 months of the date of such termination the Company or any of its Subsidiaries engages in or becomes subject to, or enters into an agreement to engage in or become subject to, any alternate recapitalization, reorganization or capital-raising transaction, then the Purchasers shall have the right to participate in such transaction on terms no less favorable to the Purchasers than as provided for in this Agreement (and in any event no less favorable to the Purchasers than provided to any other participant in such alternate transaction), and the Company shall take all actions reasonably requested by the Purchasers in order to allow the Purchasers to fully exercise such right and participate in such transaction. (d) Prior to Closing, notwithstanding anything in this Agreement to the contrary, the Company shall not directly or indirectly effect, agree to effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Purchasers (in a form that is reasonably satisfactory to the Purchasers) that the terms of this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Purchasers shall maintain the right under this Agreement to acquire, pursuant to the terms and conditions of this Agreement, the Securities (or such shares of stock or other securities or property (including cash) into which the Securities may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. As used herein, “Change in Control” shall be deemed to occur if (i) there occurs a change in control of the Company of the nature that would be required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A or Item 5.01 of Form 8-K promulgated under the 1934 Act (or if neither item remains in effect, any regulations issued pursuant to the 1934 Act which serve similar purposes); (ii) any “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the ▇▇▇▇ ▇▇▇) is or becomes a beneficial owner, directly or indirectly, of Company Securities representing 50% percent or more of the total voting power of the Company’s then outstanding shares of capital stock; (iii) the Company shall have merged into, consolidated with or effected an amalgamation with another company, or merged another company into the Company, on a basis whereby less than 50% of the total voting power of the surviving company is represented by shares held by former shareholders of the Company prior to such merger, consolidation or amalgamation; or (iv) the Company shall have sold, transferred, pledged or exchanged all, or substantially all, of its assets to another Person.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.