Certain Affiliate Agreements Sample Clauses

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...
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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 Xxxxx 00, 0000, (xx) 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.
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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, Xxxxxxx X. Xxxxxx and Xxxxxx Xxxxxx and Xxxxx Xxxxxx, Trustees of the Xxxxxxx X. Xxxxxx Irrevocable Trust, (ii) the Collateral Assignment Agreement dated December 28, by and between the Company and Xxxxxx Xxxxxx and Xxxxx Xxxxxx, Trustees of the Xxxxxxx X. Xxxxxx Irrevocable Trust, cause the Sun Life Financial Company policy on the life of Xxxxxxx X. Xxxxxx 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.
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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):
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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).
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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.
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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):
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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.
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Related to Certain Affiliate Agreements

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will:

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 Tranche A Term Loan Note B-2 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G Effective Date Certificate H Counterpart Agreement I Master Pledge and Security Agreement J Mortgage K Landlord Agreement L Borrowing Base Certificate M Form of Confirmation of Grant N Form of Release O Form of EBITDA Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2001, is entered into by and among EQUINIX OPERATING CO., INC., a Delaware corporation, as the Borrower ("OpCo"), EQUINIX, INC., a Delaware corporation, as a Guarantor ("Company"), and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, Joint Book Runner and Syndication Agent (in such capacity, "Syndication Agent"), XXXXXXX XXXXX BARNEY INC., as Joint Lead Arranger (in such capacity, together with GSCP, the "Joint Lead Arrangers"), and Joint Book Runner (in such capacity, together with GSCP, the "Joint Book Runners"), CITICORP USA, INC., as Administrative Agent (together with its permitted successors and assigns in such capacity, "Administrative Agent") and CIT LENDING SERVICES CORPORATION, as Collateral Agent (together with its permitted successors and assigns in such capacity, "Collateral Agent").

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

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