Certain Permitted Transactions. Notwithstanding the foregoing provisions of this Section 9.5:
Certain Permitted Transactions. Notwithstanding any provision in the Loan Documents and without increasing the obligations of the Lenders under Articles II and III of this Agreement, EPEPC, the Borrower and its Subsidiaries shall have the right to consummate any of the following transactions:
(a) Petal Gas Storage Facilities. A sale leaseback arrangement with respect to the Petal Gas Storage Facilities and intended improvements to be made thereto in connection with the Firm Storage Services Agreement dated as of December 22, 2000 by and between Petal Gas Storage and Southern Company Services, Inc., provided that the obligations under such arrangement or guarantee shall not exceed $140,000,000.
Certain Permitted Transactions. A liquidation, merger or consolidation of Nabisco or Nabisco, Inc. with or into the entity that is its parent prior to such transaction, or with or into any affiliate of such parent, shall not be treated as a transaction that is inconsistent with, or that breaches, the representations set forth in Section 4.02 of this Agreement or the covenants set forth in Section 4.05 of this Agreement.
Section 7.01 (a)(iii) of the Tax Sharing Agreement is amended to read as follows:
Certain Permitted Transactions. Notwithstanding anything to the contrary contained in Sections 9.7, 9.9, 9.10, 9.11 and 9.12 above, Lender agrees to or consents to the following, as applicable:
(a) Borrower may make distributions to VGRH to the extent permitted under Section 9.11;
(b) To the extent permitted by the New Notes Indenture, Borrower may make payments and engage in the transactions pursuant to (i) the Corporate Services Agreement, dated as of January 1, 1992, as amended from time to time, between Borrower and VGRH; provided, that, such payments do not exceed $6,898,572 in the aggregate during any consecutive twelve month (12) period, plus the five percent (5%) per annum increase on such fees per annum to the extent paid in any such twelve (12) month period by Borrower to VGRH and (ii) the Services Agreement, dated February 26, 1991, as amended from time to time, between Vector Group Ltd. (successor-in-interest to Brooke Group Ltd., successor by assignment to Brooke Management Inc.) and Borrower; provided, that, such payments do not exceed $1,764,000 in the aggregate during any consecutive twelve month (12) period;
(c) Borrower may make payments and engage in the transactions permitted under Section 4.11(a) of the New Notes Indenture; provided, that, (i) each such transaction is in Borrower’s ordinary course of business on prices and terms no less favorable than would have been obtained in an arm’s length transaction with a Person not an Affiliate, (ii) Borrower shall provide Lender with written reports, on the tenth (10th) day of each month setting forth the nature and amount of each such transaction for the immediately prior month, including, without limitation, all payments with respect thereto and outstanding indebtedness owed thereunder, (iii) the aggregate indebtedness owed to Borrower in connection with all such transactions outstanding at any time does not exceed $500,000, and (iv) such transaction or series of related transactions does not involve payments or delivery of goods or services by Borrower having a value in excess of $500,000 in each case;
(d) The Maple Transactions subject to compliance to Lender’s satisfaction with the following terms and conditions:
(i) Borrower shall have guaranteed payment in full to Lender of the Mebane Loan and all other indebtedness now or hereafter owed by Maple to Lender, including without limitation, principal, interest, fees and expenses (collectively, the “Maple Obligations”), and such guarantee by Borrower in favor of Lender sh...
Certain Permitted Transactions. Notwithstanding the foregoing provisions of this Section 10.4:
Certain Permitted Transactions. (a) The Defense Advanced Research Projects Agency (DARPA) and Other Government Funded Projects. During the Restricted Period, other than with respect to the projects and related follow-ons being funded by DARPA with respect to advancement of waveguide technology as more fully described on Schedule 7.04, Seller shall not enter into any contract with, or seek or accept any funding from, any Governmental Entity (including DARPA) to develop, produce, or sell any technology, products, or services that are directly or indirectly competitive with the Business. In addition and notwithstanding the foregoing, during the Restricted Period, Seller may enter into contracts with, and seek and accept funding from, (i) TSWG (Tactical Support Working Group) operates as a program element under the Combating Terrorism Technical Support Office (CTTSO)); (ii) Air Force Research Labs (AFRL); (iii) Night Vision Labs (NVL); (iv) NATICK; and (v) Navy Research Labs, SBIR, with respect to advancement of waveguide technology, provided Seller obtains the advance written consent of Buyer prior to entering into any such contract or seeking or accepting any such funding pursuant to Section 7.04(a)(i), (ii), (iii), (iv) or (v), which consent will not be unreasonably delayed or withheld. Any products developed as a result of any research or other activities funded by any Governmental Entity (including DARPA and those described in (i) through (v) herein), shall be subject, as between the Parties, to the exclusive right of Buyer to market, sell, and otherwise distribute such products pursuant to the Authorized Reseller Agreement.
(b) Approved Military Organization Transactions and Certain Sales to Defense and Security Organizations and US Homeland Security Agencies. During the Restricted Period, Seller may: (1) engage in Approved Military Organization Transactions, (2) sell, lease, license, dispose of and provide goods and services to US Homeland Security Agencies, and (3) sell, lease, license, dispose of and provide goods and services to Defense and Security Organizations.
Certain Permitted Transactions. 15 6.06 Budget and Major Decisions...................16 6.07 Binding the LLC..............................17 6.08 Contracts with Members.......................17 6.09
Certain Permitted Transactions. Without limitation of any of its powers set forth in Section 6.01 above, the Board of Managers is expressly authorized, in the name and on behalf of the LLC, to cause the LLC to enter into a Property Management Agreement with Claremont Management Company, pursuant to which Claremont Management Company will provide certain property management services to the LLC.
Certain Permitted Transactions. Notwithstanding anything to the contrary set forth in this Agreement, any other Loan Document or any agreement executed in connection herewith or therewith, for so long as any Indenture or any agreement or document governing Other Parent Debt remains in effect, (a) unless and until a Payment Restriction Default shall have occurred and be continuing, nothing contained in this Agreement, any other Loan Document, or any agreement executed in connection herewith or therewith shall impose any encumbrance or restriction of any kind on the ability of the Borrower, the Ultimate Parent or any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on its Capital Stock, (ii) pay any indebtedness owed to the Ultimate Parent or any Restricted Subsidiary, (iii) make loans or advances to the Ultimate Parent or any Restricted Subsidiary, or (iv) transfer to the Ultimate Parent or to any Restricted Subsidiary any of its property or assets that do not secure the Loan and so long as no Payment Restriction Default is continuing, all such payments, actions and transfers described in clauses (i) through (iv) above shall be permitted to be made by the Obligors and the Relevant Subsidiaries, and (b) so long as no Payment Restriction Default is continuing, the availability of rights or remedies under, or turnover, trust or power of attorney provisions contained in, any Loan Document will not impair in any respect the ability of the Obligors and the Relevant Subsidiaries to make the payments, actions and transfers described in clauses (a)(i) through (iv) of this Section, and all such provisions shall be construed to expressly permit such payments, actions and transfers (and permit the Obligors and the Relevant Subsidiaries to effectuate such payments, actions and transfers) for so long as no Payment Restriction Default is continuing. Further, if any provision contained herein would have the effect of restricting the ability of any Obligor or any Relevant Subsidiary from making an Ultimate Parent Payment at a time when no Payment Restriction Default exists, the Agent and the Collateral Agent agree to turn over or cause to be turned over the necessary cash that is Collateral or is otherwise an asset or Property of any of the Obligors or any Relevant Subsidiary that is in the possession or control of the Collateral Agent, the Agent or any Secured Party (as defined in any Loan Document) to enable any of the Obligors or any Relevant Subsid...
Certain Permitted Transactions. Notwithstanding anything to the contrary set forth in the Loan Documents, the Borrower and the other Borrower Parties shall have the right from time to time to consummate the disposition of Fuel Masters, LLC.
