Certain Affiliate Agreements Sample Clauses
The 'Certain Affiliate Agreements' clause defines how agreements involving affiliates of the contracting parties are treated under the main contract. Typically, this clause clarifies whether contracts or arrangements entered into by affiliates—such as subsidiaries or parent companies—are subject to the same terms, obligations, or restrictions as the primary parties. For example, it may specify that certain rights or obligations extend to affiliates, or that some affiliate agreements are excluded from the contract’s scope. The core function of this clause is to ensure clarity regarding the inclusion or exclusion of affiliate-related agreements, thereby preventing misunderstandings and potential disputes about the reach of the contract.
Certain Affiliate Agreements. (a) The Company shall cause each of (i) the Amended and Restated Stockholders Agreement, dated as of June 28, 2010, by and among C.P. Atlas Holdings, Inc., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners SBS, L.P., Centerbridge Capital Partners Strategic, L.P. and the other stockholders party thereto, as amended by Amendment No. 1 thereto, dated as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Amended and Restated Registration Rights Agreement, dated as of May 7, 2010, by and among the Company and the stockholders party thereto, as amended by Amendment No. 1 thereto, dated as of April 26, 2016 and (iii) any similar Contracts listed on Section 6.14 of the Company Disclosure Schedule, to be terminated at or prior to the Closing. For the avoidance of doubt, that certain Tax Receivable Agreement, dated as of April 26, 2016, by and between the Company and Centerbridge Capital Partners, L.P., will remain in full force and effect following the Closing in accordance with its terms.
Certain Affiliate Agreements. Each Loan Party that is party to any of the agreements set forth on Schedule 7.06 shall (a) perform and observe all the terms and provisions of each such agreement, as the same may be amended, waived, modified or replaced from time to time in a manner not materially adverse to the Loan Parties (as determined by the Borrower in good faith), to be performed or observed by it and (b) maintain and defend each such agreement in full force and effect in accordance with its terms, as the same may be amended, waived, modified or replaced from time to time in a manner not materially adverse to the Loan Parties (as determined by the Borrower in good faith); except to the extent, in each case (i) such agreement is no longer used or useful in the conduct of the business of such Loan Party in the ordinary course of business, consistent with past practices, (ii) Hot Topic or its Subsidiaries no longer constitutes an Affiliate of the Borrower or (iii) such agreement is replaced with an agreement whereby similar services are provided by a Person that does not constitute an Affiliate of the Loan Parties; it being understood and agreed that, for purposes of clauses (a) and (b) above, any such amendment, waiver, modification or replacement which has the effect of increasing the costs or expenses to be borne by the Loan Parties by more than 10% in the aggregate per annum over the amount of such costs and expenses as in effect on the Closing Date (or, with respect to the Reverse TSA, as of such date of entry) shall be deemed to be materially adverse to the Loan Parties. Notwithstanding the terms of any agreement set forth on Schedule 7.06, the Loan Parties hereby agree to ensure that (x) the “Closing Date” (as defined in the IT Purchase Agreement) shall have occurred no later than August 1, 2020 and (y) the Loan Parties shall have completed the transition of each of the functions described as “TNDC IFC”, “TNDC Retail Services” and “CADC IFC” (as each such term is used under the Shared Services Agreement as in effect on the Closing Date) to the Borrower’s warehouse in West Jefferson, Ohio or a location owned by a Person that does not constitute an Affiliate of the Borrower by no later than December 31, 2020; provided that in the case of this clause (y), if as of December 31, 2020 any of Hot Topic or its Subsidiaries constitute an Affiliate of the Borrower, then no transition shall be required so long as from and after December 31, 2020 the economic terms associated with the for...
Certain Affiliate Agreements. At or prior to the Closing, the applicable Seller (or Affiliate of such Seller) or EnCap Affiliate, on the one hand, and the applicable Company Party, on the other hand, shall terminate all intercompany agreements, contracts, loans, payables, receivables, arrangements and any other transactions between a Company Party, on the one hand, and Seller or any of its Affiliates or an EnCap Affiliate, on the other hand (the “Terminating Agreements”), including the intercompany arrangements in Schedule 5.12(a) but excluding those intercompany arrangements in Schedule 5.12(b).
Certain Affiliate Agreements. Each of the following shall have occurred (and each requesting Purchaser shall have received a certificate, dated the Closing Date, in the form of Exhibit G hereto confirming inter alia that):
(a) Surviving AVI shall have entered into with its directors an indemnification agreement (as so originally executed and delivered the "Director Indemnification Agreements"), and
(b) Surviving AVI shall have entered into with TJC Management an agreement for the provision of management consulting services (as so originally executed and delivered, the "TJC Management Consulting Agreement") and an agreement for the provision of transaction advisory services (as so originally executed and delivered, the "TJC Advisory Agreement"), in each case in the form furnished to the requesting Purchasers prior to the execution and delivery of this Agreement.
Certain Affiliate Agreements. Prior to the Closing Date and effective no later than Closing, the Company shall (a) terminate (i) the Split-Dollar Agreement dated December 28, 2011, by and between the Company, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Trust, (ii) the Collateral Assignment Agreement dated December 28, by and between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Trust, cause the Sun Life Financial Company policy on the life of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to be surrendered for its cash value, and in accordance with such aforementioned actions, receive an amount equal to the amount of any premiums on such policy paid by the Company, which shall be no less than $235,714.78, and (iii) the Fifth Amended and Restated Shareholders Agreement dated as of January 16, 2014 by and among the Company, WEF, and the Owners, as amended; (b) cause those vehicles owned by the Company and set forth on Section 6.17(b) of the Disclosure Schedules to be transferred as set forth on Section 6.17(b) of the Disclosure Schedule; (c) enter into written lease agreements with respect to the Leased Real Property set forth on Section 6.17(c) of the Disclosure Schedule, in form and substance acceptable to the Purchaser, and (d) enter into written agreements with the applicable Seller(s), Owner(s) or their Affiliate(s), with respect to the employees set forth on Section 4.16(f) of the Disclosure Schedule, in form and substance acceptable to the Purchaser, which provide for the continued relationship between the Company and such Seller(s), Owner(s) or their Affiliate(s) with respect to such employees.
Certain Affiliate Agreements. Each of the following shall have occurred (and the Purchaser, including as the Representative Noteholder, shall have received a certificate, dated the Closing Date, in the form of EXHIBIT H hereto confirming INTER ALIA that):
(a) the Company, Surviving ▇▇▇▇▇▇ ▇▇▇▇▇ and Safety Insurance shall have entered into a tax sharing agreement (as so originally executed and delivered, the "TAX SHARING AGREEMENT"),
(b) the Company shall have entered into with TJC Management an agreement for the provision of management consulting and transaction advisory services (as so originally executed and delivered, the "TJC CONSULTING AGREEMENT"), and
(c) the Company and Surviving ▇▇▇▇▇▇ ▇▇▇▇▇ shall have entered into an intercompany consulting agreement (as so originally executed and delivered, the "INTERCOMPANY CONSULTING AGREEMENT"), in each case in substantially the form furnished to the Purchaser prior to the execution and delivery of this Agreement.
Certain Affiliate Agreements. With reference to any transaction, agreement, license, permit, easement or other arrangement to which the Company is a party or otherwise benefits or is bound and to which a Member or Members or a Corporate Affiliate of any Member is a party or is otherwise bound or obligated, including the AEPSC Services Agreement and the Duke Services Agreement (collectively, “Affiliate Arrangements”), (i) the Board of Managers shall have the right, without unanimous consent and with the consent of only the Managers designated by the Member who is not, and whose Corporate Affiliates are not, a party to or is not otherwise bound or obligated by such Affiliate Arrangement (the “Non-Party Member”) to cause the Company to pursue or enforce any remedy or exercise any other rights of the Company under such Affiliate Arrangement, provided, however, that if the Non-Party Member is a Defaulting Member, then the Board of Managers shall require only the consent of the Managers designated by the other Member for such purposes; and (ii) in the case of any Affiliate Arrangement to which both Members are a party or are otherwise bound or obligated and one of such Members is in breach or other default or otherwise required to act, the Board of Managers shall have the right, without unanimous consent and with the consent of only the members of the Board of Managers designated by the non-Defaulting Member or the Member not required to take the relevant action, as applicable, to cause the Company to pursue or enforce any remedy or exercise any other rights of the Company under such Affiliate Arrangement.
Certain Affiliate Agreements. Prior to the Closing, the Company shall take all action required to terminate the Share Purchase Agreements and other Contracts between any Seller in its capacity as a shareholder and the Company relating to such Seller’s equity interests in the Company.