Except as set forth on [Schedule 11.9] hereto or as permitted pursuant to [Section 11.3] hereof, no Loan Party shall conduct, permit or suffer to be conducted, transactions with Affiliates other than transactions for the purchase or sale of Inventory or services in the ordinary course of business pursuant to terms that are no less favorable to such Loan Party than the terms upon which such transactions would have been made had they been made to or with a Person that is not an Affiliate. Without limiting the foregoing, no Loan Party will make any loans to, investments in or other transfers of property or business opportunities to any Non-Loan Party Subsidiary, nor will any Loan Party engage in any transaction with or for the benefit of a Non-Loan Party Subsidiary, other than de minimus activities related to a Loan Party being the parent company of a Non-Loan Party Subsidiary and de minimus transactions incidental thereto. Furthermore, any and all earn-out payments required to be made in connection with the Related Transaction shall not be funded by any Loan Party or any Subsidiary other than payments made from # cash equity received by the Loan Parties for the express purpose of satisfying such earn-out payments, and # the cash flow of ​ and ​.

Except as set forth on [Schedule 11.9] hereto or as permitted pursuant to [Section 11.3] hereof, no Loan Party is conducting, permitting or suffering to be conducted, transactions with any Affiliate other than transactions with Affiliates for the purchase or sale of Inventory or services in the ordinary course of business pursuant to terms that are no less favorable to such Loan Party than the terms upon which such transactions would have been made had they been made to or with a Person that is not an Affiliate.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among the Borrower and any Subsidiary that is a Loan Party not involving any other Affiliate, # any investment permitted by [Sections 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)] any Restricted Payment permitted by Section 6.08, # loans or advances to employees permitted under Section 6.04, # the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, and # any contribution to the capital of Holdings by any Person or any purchase of Equity Interests of Holdings by any Person so long as no Change in Control occurs.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions, taken as a whole, not less favorable in any material respect to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions # between or among the Loan Parties or # between or among Subsidiaries that are not Loan Parties, and in each case, not involving any other Affiliate, # any investment permitted by [Section 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)])] any Restricted Payment permitted by [Section 6.08], # loans or advances to employees permitted under [Section 6.04(f), (g)])] the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business and # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, # licenses of intellectual property to Loan Parties by Subsidiaries that are not Loan Parties and # services and expense reimbursement arrangements entered into between the Borrower and any Foreign Subsidiary in the ordinary course of business.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among # Borrowers not involving any other Affiliate, or # Loan Parties (other than any Borrower) not involving any other Affiliate, # any investment permitted by [Sections 6.04(c), 6.04(d) or 6.04(e), (d)])])])] any Indebtedness permitted under [Section 6.01(c), (e)] any Restricted Payment permitted by Section 6.08, # loans or advances to employees permitted under Section 6.04, # the payment of reasonable fees to directors of any Loan Party or any Subsidiary who are not employees of such Loan Party or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Loan Parties or their Subsidiaries in the ordinary course of business, and # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Loan Party’s or Subsidiary’s board of directors.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions, taken as a whole, not less favorable in any material respect to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions # between or among the Loan Parties or # between or among Subsidiaries that are not Loan Parties, and in each case, not involving any other Affiliate, # any investment permitted by [Section 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)])] any Restricted Payment permitted by Section 6.08, # loans or advances to employees permitted under [Section 6.04(f), (g)])] the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business and # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, # licenses of intellectual property to Loan Parties by Subsidiaries that are not Loan Parties and # services and expense reimbursement arrangements entered into between the Borrower and any Foreign Subsidiary in the ordinary course of business.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among the Borrower and any Subsidiary that is a Loan Party not involving any other Affiliate, # any investment permitted by [Sections 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)])] any Restricted Payment permitted by [Section 6.08], # loans or advances to employees permitted under Section 6.04, # the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, and # any contribution to the capital of Holdings by any Person or any purchase of Equity Interests of Holdings by any Person so long as no Change in Control occurs.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among the Loan Parties not involving any other Affiliate, # any investment permitted by [Sections 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)])] any Restricted Payment permitted by Section 6.08, # loans or advances to employees permitted under [Section 6.04(f), (g)])] the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, or # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among the Loan Parties not involving any other Affiliate, # any investment permitted by [Sections 6.04(c) or 6.04(d), (d)])])] any Indebtedness permitted under [Section 6.01(c), (e)])] any Restricted Payment permitted by [Section 6.08], # loans or advances to employees permitted under [Section 6.04(f), (g)])] the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, or # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors.

SECTION # Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except # transactions that # are in the ordinary course of business and # are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, # transactions between or among the Loan Parties not involving any other Affiliate, # any Investment falling within paragraphs (b) or (c) of the definition of Permitted Investments), # any Indebtedness permitted under [Section 6.01(c) or (d), (e)])])] any Restricted Payment permitted by [Section 6.08], # loans or advances to employees falling within paragraph # of the definition of Permitted Investments, # the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, and # any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors.