Transaction with Affiliates Sample Clauses
The "Transaction with Affiliates" clause regulates how a party to an agreement may engage in transactions with its own affiliates, such as subsidiaries, parent companies, or entities under common control. Typically, this clause requires that any such transactions be conducted on terms no less favorable than those available in comparable transactions with unrelated third parties, and may require prior notice or approval from the other contracting party. Its core function is to prevent conflicts of interest and ensure that all dealings are conducted fairly, thereby protecting the interests of the non-affiliated party.
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Transaction with Affiliates. Enter into, or be a party to, any transaction with any of Borrower's Affiliates, except in the ordinary course of business, pursuant to the reasonable requirements of Borrower's business, and upon fair and reasonable terms which are fully disclosed to Bank and are no less favorable to Borrower than Borrower could obtain in a comparable arm's length transaction with a person not an Affiliate of Borrower.
Transaction with Affiliates. Except as set forth on Schedule 4.20, to the Company’s Knowledge, none of the managers or officers of the Company or their respective Affiliates is involved in any material business arrangement or relationship with the Company or any Subsidiary, and none of such managers or officers or their respective Affiliates owns any material property or right, tangible or intangible, which is used by the Company or any Subsidiary.
Transaction with Affiliates. The Borrower will not enter into any transaction, including without limitation any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of the Borrower’s business and (c) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, or make a payment that is not otherwise permitted by this Section to any Affiliate.
Transaction with Affiliates. The Company shall not, and shall not permit any of its direct or indirect Subsidiaries to, transfer, sell, assign or otherwise dispose of any of its assets to any Affiliate or enter into any transaction directly or indirectly with or for the benefit of any Affiliate unless the monetary or business consideration arising therefrom would be as advantageous to the Company or, as applicable, such Subsidiary, as the Company or such Subsidiary would obtain in a comparable arm’s length transaction with a Person not an Affiliate.
Transaction with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions shall not apply to (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsid...
Transaction with Affiliates. Seller will not, directly or indirectly, (i) make any investment in an Affiliate (whether by means of share purchase; capital contribution; loan, advance or any other extension of credit, including repurchase agreements, securities lending transactions or any transaction involving a Derivatives Contract; deposit, or otherwise including any agreement or commitment to enter into any of the foregoing) or (ii) transfer, sell, lease, assign or otherwise dispose of any tangible or intangible property to an Affiliate or enter into any other transaction, directly or indirectly, with or for the benefit of any Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate) except, in each case, in compliance with the Repurchase Documents, the Investment Company Act and any other Requirements of Law.
Transaction with Affiliates. Enter into after the date hereof any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate except (a) for transactions which are otherwise permitted under this Amended Agreement and which are in the ordinary course of the Company’s or a Subsidiary’s business and which are upon fair and reasonable terms no less favorable to the Company or such Subsidiary than it would obtain in a hypothetical comparable arm’s length transaction with a Person not an Affiliate, or (b) as permitted under Sections 9.2(b) and (i), Section 9.3(l), Sections 9.4(a), (c), (f) and (g), Section 9.5, Section 9.6(c) and (d), Section 9.7 and Section 9.9, (c) transactions among the Company and its Wholly-Owned Subsidiaries not prohibited under this Amended Agreement or (d) as set forth on Schedule 9.10; provided that nothing in this Section 9.10 shall prohibit the Company or its Subsidiaries from engaging in the following transactions: (x) the performance of the Company’s or any Subsidiary’s obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business, (y) the payment of compensation to employees, officers, directors or consultants in the ordinary course of business or (z) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans, in each case, in the ordinary course of business.
Transaction with Affiliates. No Grantor shall enter into any transaction with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating Agreement, without the prior written consent of the Collateral Agent.
Transaction with Affiliates. Enter into any transaction with an Affiliate, other than on an arms length basis;
Transaction with Affiliates. There is no Contract other than on arm’s length terms between any of the TME Group Companies, on the one hand, and any Related Party of TME, on the other hand.