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Extension to Affiliates
Extension to Affiliates contract clause examples
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Transactions with Affiliates. Except as expressly permitted by this Agreement, the [[Organization A:Organization]] will not, nor will it permit any of its Subsidiaries to, directly or indirectly, make any investment in an Affiliate, transfer, sell, lease, assign or otherwise dispose of any property to an Affiliate, merge into or consolidate with or purchase or acquire property from an Affiliate or enter into any other transaction directly or indirectly with or for the benefit of an Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided that:

Transactions with Affiliates. Borrowers will not enter into any transaction, including (without limitation) the purchase, sale or exchange of property or the rendering or furnishing of any service with any Affiliate of either Borrower, except transactions in the ordinary course of the businesses of such Borrower and upon fair and reasonable terms no less favorable than Borrowers would obtain in a transaction for the same purpose with a Person that is not an Affiliate of any of the Borrowers, including, without limitation, intercompany hedging agreements entered into between a Borrower and an Affiliate of a Borrower.

Transactions with Affiliates. Enter into any transaction of any kind involving aggregate consideration in excess of $5,000,000 with any Affiliate of any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Borrower or such Restricted Subsidiaries as would be obtainable by such Borrower or such Restricted Subsidiaries at such time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to:

ACADIA may also grant sublicenses under the Neuren IP to any of its Affiliates, will cause any Affiliate to comply with any of the terms and conditions required for ACADIA to comply with this Agreement, and will remain responsible for performance by any Affiliate of ACADIA of any obligation of ACADIA under this Agreement. Any such sublicense will terminate immediately upon the relevant party ceasing to be an Affiliate of ACADIA.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than # advances of working capital to any Loan Party, # transfers of cash and assets to any Loan Party, # intercompany transactions expressly permitted by this Agreement, # normal and reasonable compensation and reimbursement of expenses of officers and directors and # except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director or Affiliate.

Contracts with Affiliates. Except as herein specified, all services which the General Partner is not obligated to perform under the terms of this Agreement and the materials necessary for the operation of the Business may be provided by the General Partner, or any entity affiliated with the General Partner, and the General Partner shall be compensated for such services or materials on such terms and conditions no less favorable than those obtainable in the marketplace, and such amounts shall be deemed to be operating expenses of the Business.

Transactions with Affiliates. Except as permitted by this Agreement, or the other Loan Documents, no Borrower shall sell, transfer, distribute, or pay any money or property to any Affiliate of such Borrower (except for transactions # among Borrowers or among Borrowers and Guarantors, and # in the ordinary course of business upon fair and reasonable terms no less favorable than would be obtained in a comparable arm's-length transaction with a non-Affiliate), or lend or advance money or property to any Affiliate of such Borrower, or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt, or any property, of any Affiliate of such Borrower or become liable on any guaranty of the Debt, dividends, or other obligation of any Affiliate of such Borrower. Notwithstanding the foregoing, # Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, # Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the aggregate, exceed at any one time outstanding $10,000,000, # Borrowers may make # a deemed advance or deemed capital contribution to a Special Purpose Subsidiary and may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with any Permitted Facility permitted pursuant to [Section 8.18] hereunder, # Permitted Transfers pursuant to a Permitted Facility, and # transactions permitted by [Section 8.12(c), (d)])] Distributions permitted by [Section 8.12] shall be permitted in accordance with the terms thereof, # the transactions contemplated by [Section 8.18] (including Permitted Transfers) and [Section 8.19] shall be permitted in accordance with the terms thereof, # Regional may issue stock options pursuant to the Management Incentive Plan, and, provided that no Event of Default exists or would immediately result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with [Section 8.12], and # in addition to the foregoing, Regional may invest up to $500,000 in the aggregate at any time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility), including Subsidiaries that are not Special Purpose Subsidiaries and have been formed but which have not been required to be joined as Borrowers pursuant to [Section 8.8]. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any Affiliate transactions of Borrowers. For the avoidance of doubt, the payment of customary directors fees or employee compensation arrangements shall not be subject to this [Section 8.14].

Transactions With Affiliates. Except as set forth on [Schedule 4(q)] or disclosed in ’s filings made with the SEC, since filed its last annual report on Form 10-K, has had no transaction with any related person required to be disclosed by in accordance with Item of Regulation S-K promulgated by the SEC.

For purposes of this Agreement:

Performance by Affiliates. [[Organization A:Organization]] may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such [[Organization A:Organization]] Affiliates are expressly granted certain rights herein; provided, that each such Affiliate shall be bound by the corresponding obligations of [[Organization A:Organization]] and, subject to an assignment to such Affiliate pursuant to Section 13.5, [[Organization A:Organization]] shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.

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