Transactions with Affiliates and Employees. Except as set forth on [Schedule 3.1(r)], none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of ​ other than for # payment of salary or consulting fees for services rendered, # reimbursement for expenses incurred on behalf of the Company and # other employee benefits, including stock option agreements under any stock option plan of the Company.

Transactions With Affiliates and Employees. None of the officers or directors of PTG or of the Seller and, to the knowledge of the Seller, none of the employees of the Seller is presently a party to any transaction with the Seller (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Seller, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of ​ other than for # payment of salary or consulting fees for services rendered, # reimbursement for expenses incurred on behalf of the Seller and # other employee benefits, including stock option agreements under any stock option plan of the Seller.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].

Transactions with Affiliates. Except as expressly permitted by this Agreement, the ​ 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. Borrower will not, and will not permit Parent or any other Subsidiary of Parent to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of Parent or any of its Subsidiaries except for:

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.

. Enter into any material transaction of any kind with any Affiliate of the ​, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the ​ or such Affiliate as would be obtainable by the ​ or such Affiliate at the time in a comparable arm’s length transaction with a Person other than an Affiliate except for agreements which are direct cost or direct revenue pass-through in nature; provided that the foregoing restriction shall not apply to transactions between or among the ​ and any of its Subsidiaries or between or among Subsidiaries of the ​.

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.

Except # as otherwise specifically permitted in this Agreement, # in regards to intercompany transactions among Subsidiaries and # in regards to intercompany transactions between the Borrower and any Subsidiary (to the extent, in the case of this [clause (iii)], the Borrower is advantaged), enter into any transactions or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s length transaction with a Person other than an officer, director, shareholder or Affiliate.

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this [Section 9.1] (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to HoldCos an updated and finalized [Schedule 9.1(a)] or confirm to HoldCos that the original [Schedule 9.1(a)] is final, as applicable, based on which Sellers shall, to the extent commercially reasonable, cooperate and coordinate with Purchaser to have the Excluded Employees terminated (but contingent on the occurrence of the Closing) on or prior to the Closing Date. Nothing contained in this Agreement shall confer upon any Continuing Employee any right to any term or condition of employment or to continuance of employment by Purchaser or any of its Affiliates. Nothing in this Agreement shall # interfere with the right of Purchaser or any of its Affiliates to terminate the employment of any employee, including any Continuing Employee, at any time, with or without notice and for any or no reason or # restrict Purchaser or any of its Affiliates in modifying any of the terms or conditions of employment of any employee, including any Continuing Employee after the Closing. From and after the Closing and continuing through ​, Purchaser intends to make available to the Continuing Employees employee benefits that are no less favorable in the aggregate than the employee benefits available to the Continuing Employees immediately prior to Closing; provided, however, nothing contained this [Section 9.1] shall require that Purchaser establish or maintain any specific employee benefit plan.