Certain Affiliate Transactions Clause Samples

Certain Affiliate Transactions. Notwithstanding the foregoing and subject to Section 5.05 below, Lender agrees that, upon fifteen (15) days prior written request of Borrower, Borrower, and any transferee of Borrower permitted below, may engage in the transactions described below, provided that all of the following conditions are met: (i) there is no Event of Default under the Documents (or event which with the passage of time or the giving of notice or both would be an Event of Default); (ii) the transferee (or successor entity) expressly assumes all applicable obligations under the Documents and executes any documents reasonably required by Lender, and all of these documents are satisfactory in form and substance to Lender; (iii) Lender reasonably approves the form and content of all transfer documents, and Lender is furnished with a certified copy of the recorded transfer documents; (iv) the transferee complies with and delivers the ERISA Certificate and Indemnification Agreement described in the Guidelines and the transferee provides representations and warranties satisfactory to Lender regarding the Anti-Terrorism Lists and the Anti-Terrorism and Anti-Money Laundering Laws in accordance with the guidelines with respect thereto then applicable to Lender's mortgage loans; (v) Borrower pays Lender a non-refundable servicing fee (of $1,000.00 per Property) at the time of the request; and (vi) payment by Borrower or the proposed transferee (or successor entity) of (1) all costs and expenses incurred by Lender for the processing of said transfer including a processing fee; (2) any documentary stamp taxes, intangible taxes, recording fees, and other costs and expenses required in connection with the assumption agreement and any modification of the Documents, and (3) all other costs and expenses (including attorneys' fees and expenses for Lender's staff attorneys and outside counsel) of the preparation of the assumption agreement and any modification of the Documents. Provided all of the foregoing conditions are fulfilled with respect to each such transfer, Borrower may engage in the following transactions, and the provisions of this Section shall not apply to (and no other provision of the Documents shall prohibit, subject to compliance with Section 5.05): (a) the Borrower shall have the right to merge with the Operating Partnership, with the result that the Operating Partnership shall then be the Borrower on such Loan; and (b) the Borrower shall have the right to transfer a Property to ano...

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of April 30, 2004, is entered into by and among AMSCAN HOLDINGS, INC., a Delaware corporation ("COMPANY"), AAH HOLDINGS CORPORATION, a Delaware corporation ("HOLDINGS") CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, "ADMINISTRATIVE AGENT") and Collateral Agent (in such capacity, "COLLATERAL AGENT"), and ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. ("JPMSI"), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent (together with GSCP in such capacities, the "CO-SYNDICATION AGENTS").

Certain Affiliate Transactions. EXHIBITS:

Certain Affiliate Transactions. Except as set forth in the SEC Reports and Schedule 4.19, no Affiliate (each, an "Interested Person") and no member of the immediate family of an Interested Person, directly or indirectly: (i) owns any material interest in any corporation, partnership, limited liability company, proprietorship or other entity which sells to or purchases products or services from XeQute; (ii) has any cause of action or claim whatsoever against XeQute or any of the Assets; or (iii) holds a beneficial interest in any contract or agreement relating to the operation of XeQute's business lines or to which XeQute is a party or by which XeQute may be bound.

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Security Agreement I Mortgage J Landlord Waiver and Personal Property Collateral Access Agreement K Intercompany Note L Form of Administrative Questionnaire This CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 11, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the Borrower, as Guarantors, the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”).

Certain Affiliate Transactions. Sale and Purchase Agreement of the Entire Interest of Hilfiger Stores Spain, S.L., dated as of May 26, 2008, between Pepe Jeans SL and Hilfiger Stores B.V. (as amended, amended and restated, supplemented or otherwise modified from time to time)

Certain Affiliate Transactions. Prior to the occurrence of a Terminating Reduction, the Company shall not, without the prior approval of at least one of the Investor's designated directors, enter into: (a) Any transaction or series of related transactions (other than those in accordance with the terms of the Intercompany Agreements) involving the Company or any of its Subsidiaries, on the one hand, and WWC or any of its Affiliates (other than the Company and Subsidiaries of the Company), on the other hand, that (i) is not provided for in the approved annual Operating Plan and Budget then in effect and involves an amount in excess of $500,000, or (ii) is not on terms at least as favorable to the Company as would be obtained in an arm's length transaction with an independent third party. (b) Any employment agreement with any Senior Officer who at the time has an Employment Agreement.

Certain Affiliate Transactions. At or prior to the Closing, Seller shall, and shall cause the Companies to, terminate all intercompany agreements, contracts, loans, payables, receivables, arrangements and any other transactions between any Company, on the one hand, and Seller or any of its Affiliates (other than the Companies), on the other hand (the “Affiliate Transactions”), including all Affiliate Contracts and the intercompany arrangements in Schedule 5.10, in each case, for the avoidance of doubt, other than the Ridgewood MSA. Additionally, at or prior to the Closing, Seller shall cause the applicable Companies to execute and deliver an Excluded Assets Assignment as contemplated in Section 1.3.

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Issuance Notice B Conversion/Continuation Notice C Compliance Certificate D Assignment Agreement E‑1 U.S. Tax Compliance Certificate E‑2 U.S. Tax Compliance Certificate E‑3 U.S. Tax Compliance Certificate E‑4 U.S. Tax Compliance Certificate F‑1 Closing Date Certificate F‑2 Solvency Certificate G Counterpart Agreement H Intercompany Note and Subordination I Wind-Down Budget This CREDIT AND GUARANTY AGREEMENT, dated as of October 4, 2019, is entered into by and among THE ONE GROUP HOSPITALITY, INC., a Delaware corporation (“Holdings”), THE ONE GROUP, LLC, a Delaware limited liability company (the “Company”), and certain of their respective Subsidiaries, as Guarantors, the Lenders party hereto from time to time, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (“GSB”), as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”) for the Lenders.