Affiliate Transactions. Except as set forth in [Schedule 4.10], no Insider is a party to any Contract or transaction with any Target Entity or has any interest in the Acquired Assets or any property, real, personal or mixed, tangible or intangible, of Target Entities or owns, or licenses (whether or not to any Target Entity), any assets or properties (tangible or intangible) used in the Business or by any Target Entity or provides any service to the Business or to any Target Entity.

Affiliate Transfers. Notwithstanding anything contained in this Article VII to the contrary, provided no Event of Default has occurred and is continuing, Tenant may, after ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant, signed by an authorized representative of Tenant, containing a representation that the proposed assignee, transferee or subtenant is an Affiliate, as hereinafter defined) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in [Sections 7.3, 7.4 and 7.5]5]5] below, assign or transfer its entire interest in this Lease or sublease the entire or any portion of the Premises to any of the following (each, an “Affiliate”): # to a corporation or other business entity (herein sometimes referred to as a “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred or sold, provided that such successor corporation shall have a tangible net worth and liquidity at least equal to the tangible net worth and liquidity of Tenant as of the date of such assignment or transfer or which is otherwise reasonably acceptable to Landlord taking into account, to the extent Tenant will continue in existence following the transfer or transaction, the fact that the original Tenant under this Lease is not being released, or # to a corporation or other business entity (herein sometimes referred to as a “related corporation”) which shall, directly or indirectly, control, be controlled by or be under common control with Tenant, provided in either case that # in the case of an assignment of Tenant’s interest in this Lease, such Affiliate shall assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom) and # the proposed use of the Premises is in compliance with Article VI. In the event of any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all Rent, additional rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. For purposes of [clause (ii) above], “control” shall be deemed to be ownership of more than fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity, or otherwise having the right (including, without limitation, by contract) to direct the business affairs of Tenant. Notwithstanding the foregoing, if Tenant structures one or more assignment or sublease transactions to an entity that meets the definition of an Affiliate as specified above for the purpose of circumventing the restrictions on subleases and assignments provided elsewhere in this Article VII and not for a legitimate business purpose, then such subtenant(s) or assignee(s) shall conclusively be deemed not to be an Affiliate and subject to all such restrictions. Notwithstanding any of the foregoing in the event Tenant is prevented from giving the ten (10) day prior notice required under this [Section 7.1(c)] due to the requirements of any Law or confidentiality agreement to which Tenant is bound, within five (5) days after Tenant is permitted to give such notice.

Non-Affiliate. [[Organization B:Organization]] is not, and is not an Affiliate of, and immediately after consummation of the transactions contemplated by the Exchange Documents, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. [[Organization B:Organization]] shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Affiliate Transactions Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # transactions solely among Borrowers; # transactions with Affiliates that were consummated prior to the Closing Date, as shown on [Schedule 10.2.17]; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate. In addition, if any such transaction or series of related transactions involves payments in excess of $25,000,000 in the aggregate, the terms of these transactions if not previously disclosed in [Schedule 10.2.17] must be disclosed in advance to Agent. No Borrower or any of its Domestic Subsidiaries shall enter into any lending or borrowing transaction with any employees of any such Person, except loans to their respective employees on an arm’s-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes and stock option financing up to a maximum of $1,000,000 in the aggregate at any one time outstanding.

Affiliate Transactions. Except as disclosed in Section 3.19 of the ​ Disclosure Schedule, no officer, director, employee, equity holder, or Affiliate of ​ is or was a party to any Contract or transaction or loan to, from or with ​ or has any interest in any property, real or personal or mixed, tangible or intangible, of ​. For purposes of this Agreement, “Affiliate” means, with respect to any person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such person in question. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

Affiliate Transactions. Except with respect to the Leased Real Property, neither Seller nor any Affiliate of Seller owns any material property or material assets used by the Company or is a party to any Material Contract with the Company, other than salaries, expense reimbursement and benefits in respect of employment or services provided in the Ordinary Course of Business.

Affiliate Transactions. The Permal Contributor shall have received evidence reasonably satisfactory to the Permal Contributor of the termination of each EnTrust Affiliate Contract and arrangements set forth on Section 6.2(b) of the EnTrust Disclosure Schedule.

No contract or transaction between the Company, any of its Subsidiaries or the Operator (for the benefit or account of the Company or any of its Subsidiaries), on the one hand, and any Member or Affiliate of a Member, on the other hand, or in which a Member or an Affiliate of a Member otherwise has a financial interest (other than by reason of its ownership of Membership Interests in the Company) shall be void or voidable by reason of the financial interest of any Member or Affiliate of any Member therein; provided, however, that with respect to any contract or transaction between the Company, any of its Subsidiaries or the Operator (for the benefit or account of the Company or any of its Subsidiaries), on the one hand, and any Member Parent or Subsidiary of a Member Parent, on the other hand, or in which a Member Parent or a Subsidiary of a Member Parent otherwise has a financial interest (other than by reason of its ownership of Membership Interests in the Company) (each, an “Affiliate Transaction” and such Member, the “Interested Member”) # the Interested Member or its Representatives fully and fairly disclose any such Affiliate Transaction and its material terms promptly to the other Members, the Company, and the Operator and # none of the Company, any Subsidiary thereof or the Operator (for the benefit or account of the Company or any of its Subsidiaries) shall enter into, amend, waive any provision of, or terminate any Affiliate Transaction other than on terms that are no less favorable in the aggregate to the Company, such Subsidiary or the Operator (for the benefit or account of the Company or any of its Subsidiaries), as applicable, than as would have been reasonably expected to be obtained from a Person that is not an Interested Member, a Member Parent or a Subsidiary of a Member Parent.

Stop Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in writing: # of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; # of the Company’s receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; # of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or # if at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.

Work Product. All Work Product shall be performed in strict conformity with the specifications or descriptions of the Work Product or Services set forth in the applicable SOW and shall not infringe upon the patent, copyright or other intellectual property rights of any third party.