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. 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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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.
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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): (a) the Company, Surviving Xxxxxx Xxxxx 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 Xxxxxx Xxxxx 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.
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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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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: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.

  • 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”.

  • 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 (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Certain Contracts and Arrangements (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

  • Certain Agreements of the Company The Company hereby covenants and agrees as follows:

  • Certain Operative Agreements Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider.

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