Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Issuer (eacheach of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $25.0 million, other than (x) Affiliate Transactions specifically permitted under subsections unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at by the Issuer or such time Restricted Subsidiary with an unrelated Person on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or basis; and
(ii2) materially amend, modify or waive the Issuer delivers to the Trustee with respect to any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in effect on excess of $50.0 million, a resolution adopted by the date hereof; provided, majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that the Services Agreement may be amended as provided for in Section 4.24such Affiliate Transaction complies with clause (1) above.
(b) So long as any Notes are outstanding, and notwithstanding anything The foregoing provisions shall not apply to the contrary herein, Xxxxxx Publishing will not, and will not permit following:
(1) (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof entity that is not an Obligor other than (i) the Tranche B Loan becomes a Restricted Subsidiary as a result of such transaction and (ii) short term intercompany payables between Xxxxxx Publishing any merger or consolidation of the Issuer or any direct or indirect parent of the Issuer; provided that such parent company shall have no material liabilities and Xxxxxx Communications incurred no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the ordinary course terms of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.this Indenture;
(c2) All Affiliate Transactions Permitted Investments and Restricted Payments permitted by Section 1010;
(3) transactions pursuant to compensatory, benefit and each series of related Affiliate Transactions which are incentive plans and similar agreements with officers, directors, managers or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority employees of the Independent Directors Issuer or any of Xxxxxx Publishingits Restricted Subsidiaries;
(4) the payment of reasonable and customary fees and compensation paid to, but and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary;
(5) transactions in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with which the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Issuer or such any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
(6) any agreement or arrangement in effect as of the Issue Date, from an Independent Financial Advisor and file or any amendment, modification, or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the same with Holders when taken as a whole as compared to the Trustee. If Xxxxxx Publishing applicable agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;
(7) the existence of, or the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 millionits obligations under the terms of, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing any stockholders agreement or the relevant Restricted Subsidiary, equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the case Issue Date and any similar agreements which it may be, from a financial point of view, from an Independent Financial Advisor and file enter into thereafter; provided that the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf existence of, officers, directors, employees or consultants of Xxxxxx Publishing the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors of, obligations under any future amendment to any such existing agreement or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, under any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited similar agreement entered into after the Issue Date shall only be permitted by this Indenture;
clause (37) The Services Agreement or, an amendment or replacement agreement thereto so long as to the extent that the terms of any such amendment or replacement thereto is new agreement are not more otherwise disadvantageous to the Holders in any material respect than the Services Agreement, when taken as amended in accordance with Section 4.24 as in effect on the Issue Datea whole;
(4) Restricted Payments permitted by this Indenture8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case, as contemplated in the Offering Document;
(59) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party;
(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performance of customary registration rights;
(11) sales of accounts receivable, exclusively or participations therein, in connection with any Receivables Facility;
(12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, officers, directors, managers or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees, directors, manager or consultants which, in each case, are approved by the Issuer in good faith;
(13) any transaction in which the only consideration paid by the Issuer or any Restricted Subsidiary consists of Equity Interests (other than Disqualified Stock) of the Issuer;
(14) payments to any future, current or former employee, director, manager, officer, manager or consultant of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment or severance agreements, stock option plans, severance plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in each case, approved by the Issuer in good faith;
(15) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person;
(16) payments by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Issuer;
(17) any lease entered into between Xxxxxx Publishing the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer in the ordinary course of business;
(18) intellectual property licenses in the ordinary course of business;
(19) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because a joint venture to director of which Xxxxxx Publishing is also a director of the Issuer or any other direct or indirect parent of its Restricted Subsidiaries is a partythe Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other party Person;
(20) pledges of Equity Interests of Unrestricted Subsidiaries;
(21) transactions with joint ventures for the purchase or parties to such joint venture are not Affiliates sale of Xxxxxx Publishinggoods, any equipment and services entered into in the ordinary course of its Restricted Subsidiaries or any Permitted Holderbusiness; and
(622) any merger, consolidation or reorganization of the Loan Documents (as defined Issuer or Restricted Subsidiary with an Affiliate of the Issuer or Restricted Subsidiary solely for the purpose of reincorporating the Issuer or Restricted Subsidiary in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementa new jurisdiction.
Appears in 1 contract
Samples: Indenture (BWX Technologies, Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of their properties or assets to, or purchase any Obligor to property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate thereof that is not of the Issuers (each, an Obligor other than “Affiliate Transaction”), unless:
(i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary consistent with past practices which are settled monthly.an unrelated Person; and
(cii) All (1) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 5.0 million, such transaction is approved by a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.13 and that such Affiliate Transaction has been approved by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Company; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable Company obtains an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.
(b) The following items will not be deemed to Xxxxxx Publishing be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.13(a):
(i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;
(ii) transactions between or among the Company and/or its Restricted Subsidiaries;
(iii) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(iv) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;
(v) any issuance of Equity Interests (other than Disqualified Stock) of the Company or payment of interest on the Notes, if applicable, to Affiliates of the Company;
(vi) Restricted Payments that do not violate the provisions of Section 4.09 or is a Permitted Investment;
(vii) loans or advances to employees in the ordinary course of business not to exceed $2.0 million in the aggregate at any one time outstanding;
(viii) the Management Agreement and the payment of all or any portion of the management fees and reimbursement of out-of-pocket expenses to the extent provided for in the Management Agreement so long as, in the case of management fees, no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto;
(ix) transactions in which the Company delivers to the trustee a written opinion from an independent financial advisor to the effect that the transaction is fair, from a financial point of view, to the Company and any relevant Restricted Subsidiaries of the Company;
(x) any contribution of capital to the Company;
(xi) any agreement or arrangement (other than the Management Agreement) as in effect on the Issue Date and disclosed in the Offering Memorandum and any amendment or modification thereto, provided that such amendment or modification is not disadvantageous to the Company and any relevant Restricted Subsidiary of the Company or to the Holders in any material respect; and
(xii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and consistent with past practice and on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishingthe Company, any of its Restricted Subsidiaries than those that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders could be obtained in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an a comparable arm’s length basis, exclusively between Xxxxxx Publishing transaction with a Person that is not an Affiliate of the Company or any of its such Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiary.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit Neither the Company nor any of its Restricted Subsidiaries towill, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates (each, other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make a transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) transactions involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) 1,000,000 or more, such determination will be approved made in good faith by a majority of members of the Board of Directors of the Company and by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Company, but in no event fewer than two Independent if any; provided, further, that for a transaction or series of related transactions involving value of $5,000,000 or more, the Board of Directors of Xxxxxx Publishing, such approval to be evidenced by the Company has received an opinion from a Board Resolution stating nationally recognized investment banking firm that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may beis fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable fees and compensation paid to customary directors' fees, indemnification and indemnity provided on behalf ofsimilar arrangements and payments thereunder, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between any obligations of the Company under the Financial Monitoring and Oversight Agreements or among Xxxxxx Publishingany employment agreement, noncompetition or confidentiality agreement with any officer of the Company (provided that each amendment of any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiariesthe foregoing agreements shall be subject to the limitations of this covenant), provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orreasonable and customary investment banking, an amendment or replacement agreement thereto so long as financial advisory, commercial banking and similar fees and expenses paid to any such amendment or replacement thereto is not more disadvantageous to of the Holders in any material respect than the Services AgreementPurchasers and their Affiliates, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) any Restricted Payments Payment permitted by this Indenture;
to be made pursuant to the covenant described under Section 6.04, (5) transactions any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors of the Company, (6) loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries and a joint venture consistent with past practices, (7) fees to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; providedHickx Xxxe, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined described in the Note Offering Memorandum of the Company dated March 19, 1997 relating to the Senior Debt Credit Agreement) as in effect on Subordinated Notes and (8) the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with issuance of Capital Stock of the Intercreditor AgreementCompany (other than Disqualified Stock).
Appears in 1 contract
Samples: Securities Purchase Agreement (STC Broadcasting Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its the Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no not materially less favorable than those that might would have reasonably have been obtained expected in a comparable transaction at such time on an arm’s-arm's- length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to:
to (1i) employment, consulting and compensation arrangements and agreements of the Company or any Restricted Subsidiary consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees employees, consultants or consultants agents of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
; (2iii) Affiliate Transactions consulting fees paid by the Company consistent with past practice; (iv) transactions exclusively between or among Xxxxxx Publishing, the Company and any of its the Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided PROVIDED such transactions are not otherwise prohibited by this Indenture;
; and (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4v) Restricted Payments or Permitted Investments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Simonds Industries Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than than:
(xi) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the provision described in the last paragraph of this Section 4.11 and paragraph (ya); and
(ii) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from by the Company or the relevant Restricted Subsidiary and a Person that is not an Affiliate of Xxxxxx Publishing the Company or such the relevant Restricted Subsidiary. The Board of Directors of the Company and the board of the relevant Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an must approve each Affiliate Transaction in effect on the date hereof; provided, to which they are a party that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving involves aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such 5 million. This approval to must be evidenced by a Board Resolution stating that such Independent states that the Board of Directors have has determined that such the transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any of its Restricted Subsidiary of Xxxxxx Publishing Subsidiaries enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10 million, Xxxxxx Publishing shall, then prior to the consummation thereofof the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to trustee. The restrictions described in the restrictions set forth in clause (b) preceding paragraphs of this Section, the restrictions set forth in clause paragraph (a) of under this Section shall 4.16 do not apply to:
(1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, managers, employees or consultants of Xxxxxx Publishing the Company or any of its Restricted Subsidiary of Xxxxxx Publishing Subsidiaries as determined in good faith by Xxxxxx Publishingthe Company’s Board board of Directors directors or senior management;
(2ii) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this IndentureIndenture (including, without limitation, Section 4.16(b));
(3iii) The Services any agreement as in effect as of the Issue Date or contemplated under the Contribution Agreement or, an or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Dateoriginal agreement;
(4iv) Permitted Investments and Restricted Payments permitted by this Indenturemade in compliance with Section 4.03, other than Permitted Investments that are made in Unrestricted Subsidiaries of the Company created or acquired after the Issue Date and Investments that are part of the same transaction or series of related transactions that exceed $15.0 million in the aggregate;
(5v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the indenture; and
(vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of the indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basis, exclusively between Xxxxxx Publishing or unaffiliated party.
(b) The Company will not permit Huntsman LLC and any of its Restricted Subsidiaries Subsidiaries, on the one hand, to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, any sale, conveyance, transfer, lease or assignment of assets or properties and a joint venture to which Xxxxxx Publishing any Investment), or for the benefit of, HIH and any of its Restricted Subsidiaries is a party; providedSubsidiaries, however, that on the other party hand, or parties to such joint venture are not Affiliates vice versa (each, an “Intercompany Transaction”), other than:
(i) Intercompany Transactions permitted under the provision described in the last paragraph of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holderthis paragraph (b); and
(6ii) Intercompany Transactions on terms that are no less favorable to Huntsman LLC, HIH and the Loan Documents (relevant Restricted Subsidiary(ies) than those terms that might reasonably have been obtained in a comparable transaction by Huntsman LLC, HIH and the relevant Restricted Subsidiary(ies) and an unrelated Person. The Board of Directors of each of Huntsman LLC, HIH and the relevant Restricted Subsidiary(ies) must approve each Intercompany Transaction to which they are a party that involves aggregate payments or other property with a fair market value in excess of $5 million. This approval must be evidenced by a Board Resolution that states that the Board of Directors has determined that the transaction complies with the foregoing provisions. If Huntsman LLC, HIH and any Restricted Subsidiary(ies) thereof enters into an Intercompany Transaction that involves an aggregate fair market value of more than $10 million, then prior to the consummation of the Intercompany Transaction, the parties to such Intercompany Transaction must obtain a favorable opinion as defined to the fairness of such transaction or series of related transactions to Huntsman LLC, HIH and any Restricted Subsidiary(ies) party thereto from a financial point of view, from an Independent Financial Advisor and file the same with trustee. The restrictions described in the Senior Debt Credit Agreementpreceding paragraphs of this paragraph (b) of Section 4.16 do not apply to:
(i) any agreement as in effect on as of the Issue DateDate or contemplated under the Contribution Agreement or any amendment thereto or any transaction contemplated thereby in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; and
(ii) transactions relating to the purchase or sale of goods or services, as such documents may be amendedin each case in the ordinary course of business and otherwise in compliance with the terms of the indenture which when taken together are fair to Huntsman LLC, restatedHIH and the Restricted Subsidiary(ies), supplementedin the reasonable determination of the Board of Directors of the Company or the senior management thereof, or otherwise modified are on terms at least as favorable as might reasonably have been obtained at such time from time to time in accordance with the Intercreditor Agreementan unaffiliated party.
Appears in 1 contract
Samples: Indenture (Alta One Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit Neither the Company nor any of its Restricted Subsidiaries towill, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates (each, other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make a transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) transactions involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) 5,000,000 or more, such determination will be approved made in good faith by a majority of members of the board of directors of the Company and by a majority of the Independent Directors disinterested members of Xxxxxx Publishingthe board of directors of the Company, but in no event fewer than two Independent Directors if any; provided, further, that for a transaction or series of Xxxxxx Publishingrelated transactions involving value of $15,000,000 or more, such approval to be evidenced by the board of directors of the Company has received an opinion from a Board Resolution stating nationally recognized investment banking firm that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may beis fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable fees and compensation paid to customary directors' fees, indemnification and indemnity provided on behalf ofsimilar arrangements and payments thereunder, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between any obligations of the Company under the Financial Monitoring and Oversight Agreements, the Corporate Leases or among Xxxxxx Publishingany employment agreement, noncompetition or confidentiality agreement with any officer of the Company (provided that each amendment of any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiariesthe foregoing agreements shall be subject to the limitations of this covenant), provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orreasonable and customary investment banking, an amendment or replacement agreement thereto so long as financial advisory, commercial banking and similar fees and expenses paid to any such amendment or replacement thereto is not more disadvantageous to of the Holders in any material respect than the Services AgreementInitial Purchasers and their Affiliates, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) any Restricted Payments Payment permitted by this Indenture;
to be made pursuant to Section 4.10, (5) transactions any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors of the Company, (6) loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries consistent with past practices, and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(67) the Loan Documents issuance of Capital Stock of the Company (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementother than Disqualified Stock).
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Issuer will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 by the second paragraph below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Issuer or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingIssuer or such Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Directors have Board of Di- rectors has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Issuer or any Restricted Subsidiary of Xxxxxx Publishing the Issuer enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 20 million, Xxxxxx Publishing the Issuer or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Issuer or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Issuer or any Restricted Subsidiary of Xxxxxx Publishing the Issuer as determined in good faith by Xxxxxx Publishing’s the Issuer's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Issuer and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;; and
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $250,000, the Company delivers an Officers' Certificate to Xxxxxx Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transaction involving aggregate payments in excess of $1,000,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between Xxxxxx Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) any Restricted Subsidiaries Payment or Permitted Payment, (v) any transaction or series of transactions in which the total amount involved does not exceed $125,000, or (vi) services rendered and a joint venture to which Xxxxxx Publishing obligations incurred by the Company or any of its Restricted Subsidiaries is a party; provided, however, that pursuant to existing agreements or agreements between the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, Company and/or any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiaries.
Appears in 1 contract
Samples: Indenture (Resource America Inc)
Limitations on Transactions with Affiliates. 39 40 (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that that, taken as a whole, are no not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 2,500,000 shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million7,500,000, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of the financial terms of such transaction or series of related transactions transactions, taken as a whole, to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Scot Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are fair and reasonable to the Company or such Restricted Subsidiary and are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx PublishingCompany, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value payment or other property in excess of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file shall provide such opinion to the same Trustee together with an Officers’ Certificate setting forth in reasonable detail the Trusteefacts and circumstances of such transaction or series of related transactions.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to:
(1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2ii) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3iii) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4iv) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderSection 4.10; and
(6v) transactions permitted by, and complying with, the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementprovisions of Section 5.01.
Appears in 1 contract
Samples: Indenture (Standard Commercial Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, (i) directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any serviceCompany (other than the Company or a Restricted Subsidiary) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections unless (1) through (6) such transaction or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in arm's-length dealings with an Independent Financial Advisor unrelated third party and file (2) the same Company delivers to the Trustee (a) with the Trustee. If Xxxxxx Publishing respect to any transaction or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an transactions involving aggregate fair market value payments in excess of more than $5.0 1.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of an Officers' Certificate certifying that such transaction or series of related transactions complies with clause (1) above and (b) with respect to Xxxxxx Publishing any transaction or series of transactions involving aggregate payments in excess of $5 million, an Officer's Certificate certifying that such transaction or series of related transactions has been approved by a majority of the relevant Restricted Subsidiarymembers of the Board of Directors of the Company and evidenced by a resolution of the Board of Directors set forth in an Officer's Certificate, and (c) with respect to any transaction or series of transactions involving aggregate payments in excess of $10.0 million, an opinion as to the case may be, fairness to the Company from a financial point of viewview issued by an investment banking firm, from an Independent Financial Advisor and file accounting firm or appraisal firm of national standing. Notwithstanding the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of foregoing, this Section, the restrictions set forth in clause (a) of this Section shall covenant will not apply to:
to (1A) reasonable fees employment agreements or compensation or employee benefit arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder and compensation paid including reimbursement or advancement of out of pocket expenses, loans to and indemnity provided on behalf of, officers, directors, directors and employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basisdirector's and officer's liability insurance), exclusively between Xxxxxx Publishing (ii) any transaction entered into by or any among the Company or one of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing with one or any of its more Restricted Subsidiaries is a party; providedof the Company, however(iii) any Restricted Payment not prohibited by Section 10.12 hereof, that (iv) transactions permitted by, and complying with, the provisions of Section 8.01, (v) any sale or issuance of Capital Stock (other party or parties to such joint venture are not Affiliates than Disqualified Stock) of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
the Company and (6vi) the Loan Documents (as defined in grant or performance of registration rights with respect to securities of the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementCompany.
Appears in 1 contract
Samples: Indenture (Freedom Chemical Co)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1c) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to as part of a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and customary directors’ fees, indemnification and similar arrangements, employees’ salaries, bonuses or employment agreements, compensation paid to or employee benefit arrangements and indemnity provided on behalf ofincentive arrangements with any officer, officers, directors, employees director or consultants employee of Xxxxxx Publishing the Company or any Restricted Subsidiary entered into in the ordinary course of Xxxxxx Publishing business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior managementDirectors;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment, an amendment supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement thereto restructuring is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) payments to permit payments for Holdings’ employees and officers and directors similar to those provided in clause (1) above and payments in an amount not to exceed, in the aggregate, in any calendar year the sum of (x) $1.0 million and (y) any amounts payable by the Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with any Future Corporate Transaction or any Future Securities Transaction (in each case as defined in the Advisory Services Agreement) to the Equity Investors for advisory services and transaction fees pursuant to the Advisory Services Agreement;
(5) loans or advances to directors, officers or employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year;
(6) Restricted Payments Payments, Permitted Investments (other than Permitted Investments under clause 5 of the definition thereof) and intercompany Indebtedness permitted by this Indenture;
(57) transactions in any transaction with an Affiliate where the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing only consideration paid by the Company or any Restricted Subsidiary is Qualified Capital Stock of its Restricted Subsidiaries and a joint venture the Company or Holdings;
(8) sales of Capital Stock (other than Disqualified Capital Stock) of the Company or Holdings to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holderthe Company; and
(69) payments or other transactions pursuant to any tax sharing agreement approved by the Loan Documents Board of Directors of the Company or the relevant Restricted Subsidiary between the Company (as defined in or any Restricted Subsidiary) and any other Person with which the Senior Debt Credit AgreementCompany (or Restricted Subsidiary) as in effect on files a consolidated tax return or with which the Issue DateCompany (or Restricted Subsidiary) is part of a consolidated group for tax purposes, as such documents may be amended, restated, supplemented, or otherwise modified but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in accordance with such consolidated or combined return, but instead had filed returns including only the Intercreditor AgreementCompany.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Issuer (eacheach of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $25.0 million, other than (x) Affiliate Transactions specifically permitted under subsections unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at by the Issuer or such time Restricted Subsidiary with an unrelated Person on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or basis; and
(ii2) materially amend, modify or waive the Issuer delivers to the Trustee with respect to any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in effect on excess of $50.0 million, a resolution adopted by the date hereof; provided, majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that the Services Agreement may be amended as provided for in Section 4.24such Affiliate Transaction complies with clause (1) above.
(b) So long as any Notes are outstanding, and notwithstanding anything The foregoing provisions shall not apply to the contrary herein, Xxxxxx Publishing will not, and will not permit following:
(1) (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof entity that is not an Obligor other than (i) the Tranche B Loan becomes a Restricted Subsidiary as a result of such transaction and (ii) short term intercompany payables between Xxxxxx Publishing any merger or consolidation of the Issuer or any direct or indirect parent of the Issuer; provided that such parent company shall have no material liabilities and Xxxxxx Communications incurred no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the ordinary course terms of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.this Indenture;
(c2) All Affiliate Transactions Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”;
(3) transactions pursuant to compensatory, benefit and each series of related Affiliate Transactions which are incentive plans and similar agreements with officers, directors, managers or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority employees of the Independent Directors Issuer or any of Xxxxxx Publishingits Restricted Subsidiaries;
(4) the payment of reasonable and customary fees and compensation paid to, but and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary;
(5) transactions in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with which the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Issuer or such any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
(6) any agreement or arrangement in effect as of the Issue Date, from an Independent Financial Advisor and file or any amendment, modification, or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the same with Holders when taken as a whole as compared to the Trustee. If Xxxxxx Publishing applicable agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;
(7) the existence of, or the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 millionits obligations under the terms of, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing any stockholders agreement or the relevant Restricted Subsidiary, equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the case Issue Date and any similar agreements which it may be, from a financial point of view, from an Independent Financial Advisor and file enter into thereafter; provided that the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf existence of, officers, directors, employees or consultants of Xxxxxx Publishing the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors obligations under any future amendment to any such existing agreement or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, under any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited similar agreement entered into after the Issue Date shall only be permitted by this Indenture;
clause (37) The Services Agreement or, an amendment or replacement agreement thereto so long as to the extent that the terms of any such amendment or replacement thereto is new agreement are not more otherwise disadvantageous to the Holders in any material respect than the Services Agreement, when taken as amended in accordance with Section 4.24 as in effect on the Issue Datea whole;
(4) Restricted Payments permitted by this Indenture8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case, as contemplated in the Offering Document;
(59) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party;
(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performance of customary registration rights;
(11) sales of accounts receivable, exclusively or participations therein, in connection with any Receivables Facility;
(12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, officers, directors, managers or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees, directors, manager or consultants which, in each case, are approved by the Issuer in good faith;
(13) any transaction in which the only consideration paid by the Issuer or any Restricted Subsidiary consists of Equity Interests (other than Disqualified Stock) of the Issuer;
(14) payments to any future, current or former employee, director, manager, officer, manager or consultant of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment or severance agreements, stock option plans, severance plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in each case, approved by the Issuer in good faith;
(15) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person;
(16) payments by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Issuer;
(17) any lease entered into between Xxxxxx Publishing the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer in the ordinary course of business;
(18) intellectual property licenses in the ordinary course of business;
(19) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because a joint venture to director of which Xxxxxx Publishing is also a director of the Issuer or any other direct or indirect parent of its Restricted Subsidiaries is a partythe Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other party Person;
(20) pledges of Equity Interests of Unrestricted Subsidiaries;
(21) transactions with joint ventures for the purchase or parties to such joint venture are not Affiliates sale of Xxxxxx Publishinggoods, any equipment and services entered into in the ordinary course of its Restricted Subsidiaries or any Permitted Holderbusiness; and
(622) any merger, consolidation or reorganization of the Loan Documents (as defined Issuer or Restricted Subsidiary with an Affiliate of the Issuer or Restricted Subsidiary solely for the purpose of reincorporating the Issuer or Restricted Subsidiary in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementa new jurisdiction.
Appears in 1 contract
Samples: Indenture (BWX Technologies, Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $500,000, the Company delivers an Officers' Certificate to Xxxxxx Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the relevant Restricted Disinterested Directors of the Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transaction involving aggregate payments in excess of $2,500,000, or in the event that no members of the relevant Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between Xxxxxx Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) residential mortgage, credit card and a joint venture other consumer loans to which Xxxxxx Publishing an Affiliate who is an officer, director or employee of the Company or any of its Subsidiaries and which comply with the applicable provisions of 12 U.S.C. Section 1468(b) and any rules and regulations of the OTS thereunder, (v) any Restricted Subsidiaries is a party; providedPayment or Permitted Payment, however(vi) any transaction or series of transactions in which the total amount involved does not exceed $125,000, that or (vii) services rendered and obligations incurred by the other party Company or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries pursuant to existing agreements or agreements between the Company and/or any Permitted Holder; and
(6) the Loan Documents (as defined of its Subsidiaries and WCC, and/or Affiliates of WCC entered into in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance connection with the Intercreditor Agreementclosing of the initial public offering of the Company's common stock.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions involving aggregate payments or consideration in excess of $5.0 million (including, without limitation, the purchase, sale, lease lease, contribution or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its or any of its Restricted Subsidiary's Affiliates (each, other than transactions between the Company and a Restricted Subsidiary of the Company or among Restricted Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing involving value of $10.0 million or more, such determination will be made in good faith by a majority of members of the relevant Restricted SubsidiaryBoard of Directors and by a majority of the disinterested members of the Board of Directors, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the if any. The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable fees and compensation paid to customary directors' fees, indemnification and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
similar arrangements and payments thereunder; (2) Affiliate Transactions between any obligations of the Company under any employment agreement, noncompetition or among Xxxxxx Publishingconfidentiality agreement with any officer of the Company, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
Date (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant); (3) any Restricted Payment permitted to be made pursuant to Section 4.04 of this Indenture; (4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course any issuance of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplementedsecurities, or other payments, awards or grants in cash, securities or otherwise modified from time to time in accordance with pursuant to, or the Intercreditor Agreement.funding of, employment arrangements, stock
Appears in 1 contract
Samples: Indenture (Regal Cinemas Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1Section 4.11(c) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) shall, prior to the consummation thereof, be approved by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Company or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Directors disinterested members (or the disinterested member, if there is only one disinterested member) have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to that are similar or part of a common plan) that involves an involving aggregate payments or other property with a fair market value in excess of more than $5.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bSections 4.11(a) of this Section, the restrictions set forth in clause (aand 4.11(b) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments and Permitted Investments permitted by this Indenture;
(5) transactions loans or advances in the ordinary course of business to officers, directors or employees of the Company or any Restricted Subsidiary of the Company, including advances for travel and conducted on an arm’s length basismoving expenses;
(6) any employment, exclusively between Xxxxxx Publishing severance or termination agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(7) transactions with customers, suppliers or purchasers or sellers of goods or services which are fair to the Company and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that in the other party or parties to such joint venture are not Affiliates reasonable determination of Xxxxxx Publishing, any the Board of its Restricted Subsidiaries or any Permitted HolderDirectors of the Company; and
(6) 8) issuance of Qualified Capital Stock of the Loan Documents (as defined in Company and the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time granting of registration rights with respect to time in accordance with the Intercreditor Agreementthat Qualified Capital Stock.
Appears in 1 contract
Samples: Indenture (Listerhill Total Maintenance Center LLC)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, saletransfer or otherwise dispose of any of its properties or assets to, lease or exchange of purchase any property or the rendering of assets from or enter into any service) contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate TransactionAFFILIATE TRANSACTION”), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan unrelated Person and (ii) short term intercompany payables the Company delivers to the Trustee (a) with respect to any Affiliate Transaction (or series of related transactions) involving Pro-Fac (including, without limitation, any amendment to or waiver under the Pro-Fac Marketing Agreement and any agreement for the purchase of crops entered into pursuant to the Pro-Fac Marketing Agreement) prior to consummation of the Pro-Fac Merger or involving aggregate payments in excess of $1.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and which sets forth and authenticates a resolution that has been adopted by a vote of a majority of the Disinterested Directors approving such Affiliate Transaction and (b) with respect to any Affiliate Transaction (or series of related transactions) involving aggregate payments in excess of $5.0 million (other than any Affiliate Transaction (for series of related transactions) occurring prior to consummation of the Pro-Fac Merger and relating to the Pro-Fac Marketing Agreement or any agreement for the purchase of crops entered into pursuant to the Pro-Fac Marketing Agreement), the Officers’ Certificate described in the preceding clause (a) and an opinion as to the fairness to the Company or such Subsidiary from a financial point of view of such Affiliate Transaction (or series of related transactions) issued by an Independent Financial Advisor; provided, however, that the following shall not be deemed to be Affiliate Transactions: (i) transactions exclusively between Xxxxxx Publishing or among (1) the Company and Xxxxxx Communications incurred one or more Restricted Subsidiaries or (2) Restricted Subsidiaries, provided, in each case, that no Affiliate of the Company (other than another Restricted Subsidiary) owns Capital Stock of any such Restricted Subsidiary; (ii) transactions between the Company or any Restricted Subsidiary and any qualified employee stock ownership plan established for the benefit of the Company’s employees, or the establishment or maintenance of any such plan; (iii) reasonable director, officer and employee compensation and other benefit and indemnification arrangements entered into in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis and consistent with past practice; (iv) transactions permitted by Section 4.05 or excluded from a Person that is not an the definition of “Restricted Payments;” (v) the pledge of Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof; (vi) transactions between the Company or any Restricted Subsidiary and any Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary consistent with past practices which are settled monthly.
that is a joint venture, provided that no direct or indirect holder of an equity interest in such joint venture (cother than the Company or a Restricted Subsidiary) All is an Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, ; and (vii) except as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees above, the Pro-Fac Marketing Agreement and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementtransaction effected pursuant thereto.
Appears in 1 contract
Samples: Indenture (Birds Eye Foods, Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, sale, lease transfer or exchange otherwise dispose of any property of its assets to, or the rendering of purchase any service) assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its Affiliates Affiliate (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of Xxxxxx Publishing the Issuer or such that Restricted Subsidiary or Subsidiary; and
(ii2) materially amendthe Issuer delivers to the Trustee, modify or waive with respect to any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction involving aggregate value in effect on excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the date hereof; provided, Independent Directors approving such Affiliate Transaction and determining that the Services Agreement may be amended as provided for in Section 4.24above requirements are met.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the The foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries;
(2) reasonable fees director, officer and employee compensation paid (including bonuses) and other benefits (including pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing any employment agreement or any Restricted Subsidiary of Xxxxxx Publishing retirement, health, stock option or other benefit plan) and indemnification arrangements, in each case, as determined in good faith by Xxxxxx Publishingthe Issuer’s Board of Directors or senior management;
(23) Affiliate Transactions the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or among Xxxxxx Publishingmore Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of its a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Issuer and the Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited in excess of the tax liabilities that would have been payable by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect them on the Issue Datea stand-alone basis;
(4) Restricted Payments permitted by this Indenturescheduled payments of Earn Out Obligations of $5.0 million in any fiscal year of the Issuer;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; andInvestments;
(6) the Loan Documents any Restricted Payments which are made in accordance with Section 4.11;
(as defined in the Senior Debt Credit Agreement7) as (x) any agreement in effect on the Issue Date, as in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such documents may be amended, restated, supplemented, agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x);
(8) any transaction with a Person (other than an Unrestricted Subsidiary of the Issuer) which would constitute an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise modified from time to time in accordance controls such Person; and
(a) any transaction with an Affiliate where the Intercreditor Agreementonly consideration paid by the Issuer or any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit or any officer or director of its the Company or any Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates Subsidiary (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business except on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, fair and notwithstanding anything reasonable to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of $2.5 million shall be approved by the Board of Directors of the Company, from such approval to be evidenced by a financial point resolution of viewsuch Board of Directors stating that such Board of Directors (including a majority of the disinterested directors) has determined that such transaction complies with the foregoing provisions. In addition to the foregoing, with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million or more, the Company must obtain a written opinion from an Independent Financial Advisor and file stating that the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary terms of Xxxxxx Publishing enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Company or the relevant Restricted Subsidiary, as the case may be, are fair from a financial point of view, from an Independent Financial Advisor and file . Notwithstanding the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section covenant shall not apply to:
to (1i) reasonable fees and compensation paid to and indemnity provided on behalf oftransactions with or among the Company and/or any of the Restricted Subsidiaries; provided, officershowever, directorsin any such case, employees no officer, director or consultants beneficial holder of Xxxxxx Publishing 10% or more of any class of Equity Interests of the Company shall beneficially own any Voting Stock of any such Restricted Subsidiary (other than by reason of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board its ownership of Directors or senior management;
Equity Interests of the Company), (2ii) Affiliate Transactions transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3iii) The Services Agreement orany Restricted Payment permitted under Section 4.06, an amendment (iv) directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or replacement agreement thereto so long as any such amendment employee benefit plans, employee salaries and bonuses, employment agreements or replacement thereto is not more disadvantageous legal fees paid or created in the ordinary course of business and (v) payments pursuant to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 arrangements as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Trans Resources Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Issuer will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into into, renew or permit to exist extend any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with, with any holder (or for any Affiliate of such holder) of 5% or more of any class of Capital Stock of the benefit of, Issuer or with any Affiliate of the Issuer or any of its Affiliates (eachRestricted Subsidiaries, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 except upon fair and (y) Affiliate Transactions in the ordinary course of business on reasonable terms that are no less favorable to the Issuer or such Restricted Subsidiary than those that might reasonably have been obtained could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable transaction at such time on an arm’s-length basis from transaction with a Person that is not such a holder or an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Affiliate.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions The limitation set forth in clause (bSection 4.12(a) of this Sectiondoes not limit, the restrictions set forth in clause (a) of this Section and shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees transactions (A) approved by a majority of the independent directors of the Board of Directors of the Issuer or consultants of Xxxxxx Publishing (B) for which the Issuer or any Restricted Subsidiary delivers to the Trustee a written opinion of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board a nationally recognized investment banking firm stating that the transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of Directors or senior managementview;
(2) Affiliate Transactions any transaction solely between or among Xxxxxx Publishing, the Issuer and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively solely between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is the payment of reasonable and customary fees and expenses to directors of the Issuer who are not more disadvantageous to employees of the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue DateIssuer;
(4) any Restricted Payments permitted not prohibited by this IndentureSection 4.09;
(5) transactions any employment agreement entered into by the Issuer or any Restricted Subsidiary with an employee of the Issuer or such Restricted Subsidiary in the ordinary course consistent with past practice; or
(6) advances to employees of the Issuer or any Restricted Subsidiary for reasonable moving and relocation, entertainment and travel expenses and similar expenses in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries consistent with past practice.
(c) Notwithstanding Section 4.12(a) and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing4.12(b), any transaction or series of its Restricted Subsidiaries related transactions covered by Section 4.12(a) and not covered by clause (2) through (6) of Section 4.12(b):
(i) the aggregate amount of which exceeds $10 million in value must be approved or any Permitted Holderdetermined to be fair in the manner provided for in Section 4.12(b)(1)(A) or (B); and
(6ii) the Loan Documents (as defined aggregate amount of which exceeds $20 million in value, must be determined to be fair in the Senior Debt Credit Agreement) as manner provided for in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.Section 4.12(b)(1)(B);
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuers shall not, and will shall not permit any of its their Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property (iexcept Development Property) directly or indirectlyassets from, or enter into or permit to exist any transaction make or series amend (for the purpose of related transactions (including, without limitation, increasing the purchase, sale, lease obligations of either Issuer or exchange their Restricted Subsidiaries thereunder or decreasing the obligations of any property Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or the rendering of such Restricted Subsidiary thereunder) any service) contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on with an arm’s-length basis from a unrelated Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in such Issuer delivers to the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Trustee (a) with respect to any Affiliate of Xxxxxx Publishing Transaction or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either million, a resolution of the Management Committee set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating above and that such Independent Directors have determined that such transaction complies Affiliate Transaction has been approved unanimously by the Management Committee and (b) with the foregoing provisions orrespect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing appraisal or any Restricted Subsidiary investment banking firm of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) national standing; provided that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and any compensation paid to and to, indemnity provided on behalf of, officersor employment agreement entered into with, directors, employees any officer or consultants director of Xxxxxx Publishing the Issuers or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its their Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business business, (2) transactions between or among the Issuers and conducted on an arm’s length basistheir Restricted Subsidiaries, exclusively between Xxxxxx Publishing or any (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the provisions of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; providedSection 4.05, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(64) the Loan Documents Company’s execution, delivery and performance of the Shreveport Management Agreement and the Shreveport License Agreement and (as defined 5) the Company’s receipt from NGA AcquisitionCo LLC, a Nevada limited liability company (“NGA”) of $31,133,250 principal amount of First Mortgage Notes due 2012 co-issued by Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership, and Shreveport Capital Corporation, a Louisiana corporation (the “Shreveport Notes”), in exchange for the issuance to NGA of a new 14.47% Equity Interest in the Senior Debt Credit Agreement) as Company, and the payment by the Company to NGA in effect cash of the accrued and unpaid interest on the Issue DateShreveport Notes being exchanged through the date of the exchange or, as in lieu of such documents may cash payment, adjustment of the principal amount of Shreveport Notes to be amendedexchanged by NGA, restated, supplemented, or otherwise modified from time to time all in accordance with the Intercreditor terms of the Amended and Restated Purchase Agreement, dated as of July 20, 2007, by and among the Company, NGA and Xxxxxx X. Xxxxxx, in each case, shall not be deemed to be an Affiliate Transaction.
Appears in 1 contract
Limitations on Transactions with Affiliates. (ai) Xxxxxx Publishing Lessee will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xA) Affiliate Transactions specifically permitted under subsections paragraph (1ii) through (6) of clause (d) of this Section 4.11 below and (yB) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable -43- 45 transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Lessee or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 5,000,000 shall either (i) be approved by a majority the unaffiliated members of the Independent Board of Directors of Xxxxxx PublishingLessee or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent unaffiliated members of the Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million10,000,000, Xxxxxx Publishing Lessee or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Lessee or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Indenture Trustee.
(dii) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bi) of this Section, the restrictions set forth in clause (a) of this Section above shall not apply to:
to (1A) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee as determined in good faith by Xxxxxx Publishing’s Lessee's Board of Directors or senior management;
; (2B) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Lessee and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
Agreement; (3C) The any agreement as in effect as of the Issue Date (including, but not limited to, the Weatxxxxxxx Xxxnsition Services Agreement orAgreement) or any amendment thereto or any transaction contemplated thereby (including, an but not limited to, pursuant to any amendment or thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Tranche A Noteholders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
; (4D) Restricted Payments permitted by this Indenture;
Section 9.2(b); (5E) transactions the Tax Sharing Agreement; (F) employment agreements with officers and employees of Lessee and its Restricted Subsidiaries, in the ordinary course of business; (G) loans and advances to employees not to exceed $5,000,000 outstanding at any one time, in the ordinary course of business; (H) arrangements with directors of Lessee existing on the Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition of Gas Services International Ltd. and related entities including International Pumps & Compressions Pty. Ltd. for consideration of approximately $21 million, if consummated within six (6) months of the Issue Date, and documents related thereto; and (J) the provision of compression or related services to Weatxxxxxxx xx any other Affiliate in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partymarket terms; provided, however, that if aggregate payments or property involved in any such transaction or series of related transactions exceeds $5,000,000, such transaction or transactions shall be approved by the other party or parties to such joint venture are not Affiliates unaffiliated members of Xxxxxx Publishing, any the Board of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDirectors of Lessee.
Appears in 1 contract
Samples: Participation Agreement (Universal Compression Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Indenture shall provide that the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, an Affiliate of the Company or any Restricted Subsidiary (other than transactions between the Company and a wholly owned Restricted Subsidiary of its Affiliates the Company) (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable in the aggregate than those that might reasonably have been obtained or are obtainable in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; provided that neither the Company nor any of its Restricted Subsidiaries shall enter into an Affiliate Transaction or series of related Affiliate Transactions involving or having a value of $10 million or more, unless a majority of disinterested members of the Board of Directors of the Company determines in good faith as evidenced by a board resolution that the terms are no less favorable in the aggregate to the Company than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that (i) any employment agreement or stock option agreement entered into by the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit Company or any of its Restricted Subsidiaries toin the ordinary course of business, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing transactions permitted under the covenant described above under "Certain Covenants--Limitation on Restricted Payments," (iii) the payment of reasonable fees and Xxxxxx Communications incurred expenses to directors of the Company or its Restricted Subsidiaries, (iv) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans of the Company entered into in the ordinary course of business and (v) transactions pursuant to agreements existing on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Issue Date or such Restricted Subsidiary consistent with past practices which are settled monthly.
any amendment thereto or any transactions contemplated thereby (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval including pursuant to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (iiany amendment thereto) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto thereto, so long as any such amendment or replacement thereto is not more disadvantageous to the Holders holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) original agreement as in effect on the Issue Date, as such documents may in each case, shall not be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementdeemed Affiliate Transactions.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of its properties or assets (other than Non-Facility Assets) to, or purchase any Obligor to property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate thereof that is not of Sterling Chemicals (each, an Obligor other than “Affiliate Transaction”), in one or more transactions involving aggregate consideration in excess of $1.0 million, unless:
(i1) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction by the Company or such Restricted Subsidiary on an arm’s length basis with an unrelated Person; and
(2) the Company obtains and retains:
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of its Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of its Board of Directors; and
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
(1) any employment agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries (including the payment of, or an agreement providing for the payment of, reasonable directors’ fees) in the ordinary course of business;
(2) transactions between or among the Company and/or its Restricted Subsidiaries;
(3) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company and the grant and performance of registration rights;
(4) Permitted Investments described in clauses (6), (8), (9) or (16) of the definition thereof or Restricted Payments that do not violate Section 4.10;
(5) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, obtains and retains a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of the preceding paragraph;
(6) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary where such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary;
(7) transactions effected pursuant to agreements in effect on the Issue Date and any amendment, modification or replacement of such agreement (so long as such amendment or replacement is not in the good faith judgment of the Company’s Board of Directors materially more disadvantageous to the Holders, taken as a whole, than the original agreement as in effect on the Issue Date);
(8) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the good faith judgment of the Company’s Board of Directors or senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior managementunaffiliated party;
(29) operating or similar agreements with Affiliates pursuant to which the Company or a Restricted Subsidiary operates the properties or assets of any Affiliate Transactions between in exchange for reimbursement of costs, with or among Xxxxxx Publishing, without any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indentureadditional consideration;
(310) The Services Agreement or, any capital contribution to any Affiliate otherwise permitted by this Indenture or any other Permitted Investment in an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue DateAffiliate;
(411) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course ground leases of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Non-Facility Assets for nominal or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementno consideration.
Appears in 1 contract
Samples: Indenture (Sterling Chemicals Inc)
Limitations on Transactions with Affiliates. Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall be binding on the Company or any Restricted Subsidiary:
(a) Xxxxxx Publishing will not, and will not permit Neither the Company nor any of its Restricted Subsidiaries tomay, (i) directly or indirectly, enter into make any loan, advance, guaranty or permit capital contribution to exist any transaction or series of related transactions (includingfor the benefit of, without limitationor sell, the purchaselease, sale, lease transfer or exchange otherwise dispose of any property of its properties or the rendering of any service) withassets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of its Affiliates any Affiliate (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided except for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan Restricted Payments otherwise permitted under this First Supplemental Indenture, and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in transactions, the ordinary course terms of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions at least as favorable as the terms which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) could be approved obtained by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not Affiliates.
(b) In addition, (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with an aggregate value in excess of $5,000,000, such transaction must first be approved by a majority of the Disinterested Directors and (ii) with respect to any Affiliate Transaction or related series of Affiliate Transactions with an aggregate value in excess of $25,000,000, the Company must first deliver to the Trustee a favorable written opinion from an investment banking firm of national reputation as to the fairness from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness view of such transaction to the Company or series of related transactions to Xxxxxx Publishing or the relevant such Restricted Subsidiary, as the case may be, from or with respect to transactions involving real property, a financial point determination of view, from an Independent Financial Advisor value by a licensed real estate appraisal firm that is of regional standing in the region in which the subject property is located and file the same with the Trusteewhich has professionals that are MAI certified.
(dc) Except as expressly permitted below and subject at all times to Notwithstanding the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section Affiliate Transactions shall not apply to:
include (1i) reasonable fees transactions exclusively between or among the Company and compensation paid to and indemnity provided on behalf one or more Restricted Subsidiaries or between or among one or more Restricted Subsidiaries, (ii) any contract, agreement or understanding with, or for the benefit of, officersor planned for the benefit of, directorsemployees, employees officers or consultants directors of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing (in their capacity as determined in good faith such) that has been approved by Xxxxxx Publishing’s the Board of Directors (or senior management;
(2a committee thereof) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basisconsistent with past practice, exclusively between Xxxxxx Publishing (iii) issuances of Qualified Capital Stock of the Company to members of the Board of Directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the stockholders or the Board of Directors (or a committee thereof) or is in the ordinary course of business and consistent with past practice of the Company, (iv) home sales and readily marketable mortgage loans to employees, officers and directors of the Company and Subsidiaries in the ordinary course of business, (v) payment of regular fees and reimbursement of expenses to members of the Board of Directors who are not employees of the Company and reimbursement of expenses and payment of wages and other compensation to officers and employees of the Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
loans or advances in respect thereof, (6vi) the Loan Documents (as defined in the Senior Debt Credit Agreement) as contractual arrangements in effect on the Issue DateDate and renewals and extensions thereof not involving modifications materially adverse to the Company or any Restricted Subsidiary, as such documents may be amended, restated, supplemented, (vii) Restricted Payments or Permitted Investments otherwise modified from time to time made in accordance compliance with this First Supplemental Indenture or (viii) the Intercreditor Agreementadvancement of general and administrative expenses of the Company and its Subsidiaries that are reimbursed in the ordinary course of business.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1c) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to as part of a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and customary directors' fees, indemnification and similar arrangements, employees' salaries, bonuses or employment agreements, compensation paid to or employee benefit arrangements and indemnity provided on behalf ofincentive arrangements with any officer, officers, directors, employees director or consultants employee of Xxxxxx Publishing the Company or any Restricted Subsidiary entered into in the ordinary course of Xxxxxx Publishing business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior managementDirectors;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment, an amendment supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement thereto restructuring is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments permitted payments to permit payments for NACG Preferred or Holdings' employees and officers and directors similar to those provided in clause (1) above and payments in an amount not to exceed, in the aggregate, in any calendar year the sum of (x) $1.0 million and (y) any amounts payable by this Indenturethe Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with any Future Corporate Transaction or any Future Securities Transaction (in each case as defined in the Advisory Services Agreement) to the Equity Investors for advisory services and transaction fees pursuant to the Advisory Services Agreement;
(5) transactions loans or advances to directors, officers or employees in the ordinary course of business and conducted on in an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture amount not to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.exceed $1.0 million per fiscal year;
Appears in 1 contract
Samples: Indenture (Nacg Finance LLC)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and the third paragraph below or (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 7.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 20.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement, an or any arrangement the terms of which have been disclosed prior to the Issue Date in the Final Memorandum, as in effect as of the Issue Date or any amendment or replacement agreement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement agreement thereto) so long as any such amendment or replacement thereto agreement taken as a whole is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments payments and Investments permitted by this Indenture;
(5) the payment of fees and expenses incurred in connection with the consummation of the transactions being consummated on the Issue Date;
(6) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (other than issuances, payments, awards or grants to Xxxxx X. Xxxxxxx) pursuant to, or the funding of, employment arrangements, employee stock options and employee stock ownership plans approved by the applicable Board of Directors;
(7) loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries consistent with the past practice;
(8) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to join venture agreements) and otherwise in compliance with the terms of this Indenture;
(9) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a joint venture result of such transaction;
(10) purchases and sales of product and raw materials, insurance arrangements and payments, all of the foregoing in the ordinary course of business consistent with past practice or as may be necessary to which Xxxxxx Publishing accommodate legal, regulatory or any other changes in the business of the Company and its Restricted Subsidiaries is a party; provided, however, that Subsidiaries;
(11) employment agreements and similar arrangements with employees and independent contractors other than Xxxxx X. Xxxxxxx;
(12) the other party or parties to such joint venture are not Affiliates issuance and sale of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderQualified Capital Stock; and
(613) payment made pursuant to the Loan Documents (as defined following conditions: if the Company is to file consolidated federal income tax returns with Holdings or combined or unitary state income tax returns with Holdings, the Company may enter into a tax sharing agreement with Holding and may pay to Holding amounts when due and payable pursuant to such tax sharing agreement in the Senior Debt Credit Agreement) as in effect on the Issue Daterespect of amounts of tax due with respect to such consolidated, as such documents may be amended, restated, supplemented, combined or otherwise modified unitary returns and any additional taxes due from time to time as a result of any audit thereof, as the case may be, in accordance with each case in an amount not to exceed the Intercreditor Agreementamount of tax that the Company would have been obligated to pay to the appropriate taxing authority if the Company and its Subsidiaries had filed a hypothetical separate consolidated, combined or unitary return for the then current year and all prior years ending after the Issue Date.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its the Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”), other than (x") unless the Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable than those that might would have reasonably have been obtained expected in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary. Prior to the consummation by the Company or any Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either of:
(i) be approved by a majority of $5.0 million, the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, from shall obtain the approval of its Board of Directors (including a financial point majority of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing independent directors) of such transaction or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to transactions evidenced by a common planBoard Resolution stating that such Board of Directors (including a majority of the independent directors) has determined that involves an aggregate fair market value of more than such transaction complies with the foregoing provisions, and
(ii) $5.0 10.0 million, Xxxxxx Publishing shallthe Company or such Restricted Subsidiary, prior to as the consummation thereofcase may be, shall obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor Advisor, and file the same it with the Trustee.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause paragraph (a) of this Section above shall not apply to:
(1i) employment, stock option, consulting, agency or other compensation or benefit plans, arrangements and agreements of the Company or any Restricted Subsidiary in accordance with the Annual Incentive Plan or the Equity Incentive Plan or as approved by a majority of the disinterested members of the Board of Directors (or a majority of the disinterested members of a committee thereof);
(ii) reasonable fees and compensation paid to directors, and reasonable indemnity provided on behalf of, of officers, directors, employees employees, consultants or consultants agents, of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2iii) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;; and
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4iv) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties be made pursuant to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSection 4.7 hereof.
Appears in 1 contract
Samples: Indenture (Labranche & Co Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit Neither the Company nor any of its Restricted Subsidiaries towill, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates (each, other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make a transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) transactions involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) 2,000,000 or more, such determination will be approved made in good faith by a majority of the Independent Directors members of Xxxxxx Publishing, but in no event fewer than two Independent Directors the board of Xxxxxx Publishing, such approval to be evidenced directors of the Company and by a Board Resolution stating majority of the disinterested members of the board of directors of the Company, if any; provided, further, that such Independent Directors have determined for a transaction or series of related transactions involving value of $10,000,000 or more, the board of directors of the Company has received an opinion from a nationally recognized investment banking firm that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may beis fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder, (2) any employment, noncompetition or confidentiality agreement with any officer of the Company, (3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and compensation expenses paid to BT Securities Corporation and indemnity provided on behalf its Affiliates, (4) any Restricted Payment permitted to be made pursuant to the covenant described under Section 4.03, (5) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, officersemployment arrangements, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith stock options and stock ownership plans approved by Xxxxxx Publishing’s the Board of Directors of the Company, (6) loans or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous advances to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries consistent with past practices, (7) payments made in connection with any acquisitions or dispositions by the Company and a joint venture to its Subsidiaries which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.acquisitions
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing Holdings will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 covenant and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Holdings or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) be approved by a majority the Board of the Independent Directors of Xxxxxx PublishingHoldings or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing Holdings or any Restricted Subsidiary of Xxxxxx Publishing Holdings enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing Holdings or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Holdings or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from issued by an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity and reimbursement provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing Holdings or any Restricted Subsidiary of Xxxxxx Publishing Holdings as determined in good faith by Xxxxxx Publishing’s Holdings' Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Holdings and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement (other than the Management Agreement) as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not materially more disadvantageous to the Holders Holders, taken as a whole, in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) the payment to Xxxxxx Xxxxxx, Inc. of management fees pursuant to and in accordance with the Management Agreement not to exceed the amount per year specified in the Management Agreement; PROVIDED that, in the event the full amount thereof is not paid in any year, the deficiency may cumulate; and PROVIDED that no Default or Event of Default shall have occurred and be continuing at the time of payment, may be paid together with the then current management fee for such subsequent year;
(5) Restricted Payments permitted by this Indenture;
(56) transactions any employment, stock option, stock repurchase, employee benefit, compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;
(7) loans or advances to employees or directors in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of Holdings or any of its Restricted Subsidiaries to the extent permitted under this Indenture;
(8) any payments or other transactions pursuant to any tax-sharing agreement between Holdings and any other Person with which it files a joint venture to consolidated tax return or with which Xxxxxx Publishing Holdings is part of a consolidated group for tax purposes;
(9) any Affiliate Transaction which constitutes a Permitted Investment;
(10) any transaction on arm's length terms with non-Affiliates that become Affiliates as a result of such transaction;
(11) the issuance of Qualified Capital Stock of Holdings or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderSubsidiaries; and
(612) transactions with customers, suppliers or purchasers or sellers of goods or services which are fair to Holdings and its Restricted Subsidiaries as determined by the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementBoard of Directors of Holdings.
Appears in 1 contract
Samples: Indenture (Aas Capital Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and the third paragraph below or (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 7.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 20.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of its properties or assets to, or purchase any Obligor to property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate thereof that (each, an "Affiliate Transaction"), unless:
(1) such Affiliate Transaction is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary consistent with past practices which are settled monthly.an unrelated Person; and
(c2) All the Company delivers to the Trustee:
(a) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of Xxxxxx Publishingthe Board of Directors; and
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Holders of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file the same with the Trusteeappraisal or investment banking firm of national standing. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related The following items shall not be deemed to be Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 millionand, Xxxxxx Publishing shalltherefore, prior will not be subject to the consummation thereof, obtain a favorable opinion as to provisions of the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply toprior paragraph:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing any employment agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board business and consistent with the past practice of Directors the Company or senior managementsuch Restricted Subsidiary;
(2) Affiliate Transactions transactions between or among Xxxxxx Publishing, any of the Company and/or its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is payment of reasonable directors fees to Persons who are not more disadvantageous to otherwise Affiliates of the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue DateCompany;
(4) Restricted Payments that are permitted by this Indenture;the provisions of the Indenture described in Section 4.06; and
(5) transactions in the ordinary course purchase of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any the tendered shares from the Tender Offer upon consummation of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementMerger.
Appears in 1 contract
Samples: Indenture (Falcon Products Inc /De/)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 covenant and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from issued by an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Commemorative Brands Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, saletransfer or otherwise dispose of any of its properties or assets to, lease or exchange of purchase any property or the rendering of assets from or enter into any service) contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its their respective Affiliates (eacheach of the foregoing, an “"Affiliate Transaction”"), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably could have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan unrelated Person and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Company delivers to the Trustee (a) with respect to any Affiliate of Xxxxxx Publishing Transaction (or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plantransactions) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either million, an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) be approved above and a Secretary's Certificate which sets forth and authenticates a resolution that has been adopted by a vote of a majority of the Independent Disinterested Directors approving such Affiliate Transaction or states that there are no Disinterested Directors, in which case an opinion, as described in clause (b), shall be required and (b) with respect to any Affiliate Transaction (or series of Xxxxxx Publishingrelated transactions) involving aggregate payments in excess of $5.0 million, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) certificates described in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable preceding clause (a) and an opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, Subsidiary from a financial point of view, from view issued by an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partyAdvisor; provided, however, that the other party following shall not be deemed to be Affiliate Transactions: (i) transactions exclusively between or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its among (1) the Company and one or more Restricted Subsidiaries or (2) Restricted Subsidiaries, provided, in each case, that no Affiliate of the Company (other than any Permitted HolderPerson that is such an Affiliate solely because of the control of such Person by the Company) owns Capital Stock of any such Restricted Subsidiary; and
(6ii) transactions between the Company or any Restricted Subsidiary and any qualified employee stock ownership plan established for the benefit of the Company's employees, or the establishment or maintenance of any such plan; (iii) reasonable director, officer and employee compensation and other benefit, and indemnification, arrangements approved by the Board of Directors; (iv) transactions permitted by Section 1011 hereof; (v) the Loan Documents (as defined in existence of, or the Senior Debt Credit Agreement) as performance by the Company or any Restricted Subsidiary under, the Management Services Agreement with respect to fees of up to $600,000 per year and any other agreement in effect on the Issue Date, as such documents may be amended, restated, supplementedagreement is in effect on the Issue Date or as amended thereafter in any manner no less favorable to the Holders; (vi) prepaid expenses and loans or advances to employees or directors of the Company or any of its Subsidiaries in the ordinary course of business; (vii) the pledge of Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof; (viii) the entering into of a tax sharing agreement, or otherwise modified from time payments pursuant thereto, between the Company and/or one or more Subsidiaries, on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to time file a consolidated tax return or with which the Company or such Subsidiaries are or could be part of a consolidated group for tax purposes, on the other hand, which payments by the Company and its Restricted Subsidiaries are not in accordance with excess of the Intercreditor Agreementtax liabilities that would have been payable by them on a stand-alone basis; and (ix) the issuance and sale by the Company to its Affiliates of Qualified Stock.
Appears in 1 contract
Samples: Indenture (Scovill Holdings Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, sale, lease transfer or exchange otherwise dispose of any property of its assets to, or the rendering of purchase any service) assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its Affiliates Affiliate (each, an “Affiliate Transaction”), other than (x) unless such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of Xxxxxx Publishing the Issuer or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees transactions between or among the Issuer and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or its Restricted Subsidiaries not involving any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior managementother Affiliate;
(2) Affiliate Transactions between or among Xxxxxx Publishingreasonable director, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiariesofficer and employee compensation (including bonuses) and other benefits (including retirement, provided such transactions are not otherwise prohibited by this Indenturehealth, and Stock Compensation Plans) and indemnification arrangements and reasonable payments to Affiliates in consideration for securities issued in connection therewith;
(3) The Services Agreement ortransactions pursuant to the Tax Liability Allocation and Indemnification Agreement;
(4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”;
(5) Restricted Payments of the type described in clause (1), an amendment (2) or replacement (4) of the definition of “Restricted Payment” and which are made in accordance with Section 4.07;
(6) (x) any agreement thereto so long in effect on the Issue Date and disclosed in the Prospectus Supplement, as in effect on the Issue Date or as thereafter amended or replaced in any such amendment or replacement thereto manner, that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than the Services Agreement, such agreement as amended in accordance with Section 4.24 as it was in effect on the Issue DateDate or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x);
(47) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Payments permitted by this Indenture;
(5) transactions Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiaries and Subsidiary shall have a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to beneficial interest in such joint venture are not Affiliates of Xxxxxx Publishing, or similar entity;
(8) ordinary overhead arrangements in which any of its Restricted Subsidiaries or any Permitted HolderSubsidiary participates; and
(6a) any transaction with an Affiliate where the only consideration paid by the Issuer or any Restricted Subsidiary is Qualified Equity Interests or (b) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, issuance or otherwise modified from time to time in accordance with the Intercreditor Agreementsale of any Qualified Equity Interests.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1Section 4.11(b) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are on the whole no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by the Board of Directors (and, if any, by a majority of the Independent Directors Directors) of Xxxxxx Publishingthe Company or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 15.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee; provided that, notwithstanding the foregoing, with respect to any purchase or sale of Invested Assets for cash between (1) the Company or any Restricted Subsidiary and (2) Fairfax or any Subsidiary thereof, the Company or such Restricted Subsidiary, as the case may be, may, in lieu of providing a board resolution or an opinion of an Independent Financial Advisor, file with the Trustee prior to the consummation of the transaction, a written confirmation from an Independent Financial Advisor that the agreed-upon price in such transaction is at least (in the case of a sale by the Company or a Restricted Subsidiary), or no more than (in the case of a purchase by the Company or a Restricted Subsidiary), the fair market value of the Invested Assets.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause paragraph (a) of this Section 4.11 shall not apply to:
(1) reasonable fees fees, compensation benefits and compensation incentives paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided so long as such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) that is described in the Final Memorandum, an amendment or in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Dateoriginal agreement;
(4) Restricted Payments permitted by this IndentureSection 4.7;
(5) transactions in customary stockholders and registration rights agreements among the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Company or any of its Restricted Subsidiaries Subsidiary and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holderstockholders thereof; and
(6) ordinary course insurance or reinsurance contracts or other agreements with respect to the Loan Documents provision of services (as defined in the Senior Debt Credit Agreementa) as in effect requiring approval of any governmental or regulatory insurance agency that are so approved by such agency (and on the Issue Date, as such documents may be amended, restated, supplementedterms so approved), or otherwise modified from (b) requiring the passage of time to have occurred without disapproval of any governmental or regulatory insurance agency for which the required time in accordance with has passed (and on the Intercreditor Agreementterms presented to such agency).
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will notSo long as any of the Securities remain outstanding, and will not permit neither the Issuer nor any of its Restricted Subsidiaries to, (i) will directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or exchange holder of 5% or more of any property class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or the rendering of any service) with, advances by or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than Affiliate) (i) the Tranche B Loan terms of which are fair and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in reasonable to the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Issuer or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file are at least as favorable as the same with terms which could be obtained by the Trustee. If Xxxxxx Publishing Issuer or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from in a financial point comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of viewsuch holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, from an Independent Financial Advisor if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times reasonable to the restrictions set forth in clause Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are Payment not otherwise prohibited by this Indenture;
Section 3.10; (3c) The Services Agreement or, any transaction pursuant to an amendment or replacement agreement thereto so long in existence on the date of the Indenture and included as any such amendment or replacement thereto is not more disadvantageous an exhibit to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
Issuer's Exchange Act Reports; (4) Restricted Payments permitted by this Indenture;
(5d) transactions in between the ordinary course of business Issuer and conducted on an arm’s length basisthe 1984 ESOP, exclusively between Xxxxxx Publishing 1989 ESOP or any of its Restricted Subsidiaries and other employee benefit plan; or (e) any transaction with a joint venture to Subsidiary or a Permitted Joint Venture which Xxxxxx Publishing would constitute a transaction with an Affiliate solely because the Issuer or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined Subsidiary owns an equity interest in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementcontrols such Subsidiary or a Permitted Joint Venture.
Appears in 1 contract
Samples: Indenture (Weirton Steel Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $500,000, the Company delivers an Officers' Certificate to Xxxxxx Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transaction involving aggregate payments in excess of $2,500,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between Xxxxxx Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) residential mortgage, credit card and a joint venture other consumer loans to which Xxxxxx Publishing an Affiliate who is an officer, director or employee of the Company or any of its Subsidiaries and which comply with the applicable provisions of 12 U.S.C. Section 1468(b) and any rules and regulations of the OTS thereunder, (v) any Restricted Subsidiaries is a party; providedPayment or Permitted Payment, however(vi) any transaction or series of transactions in which the total amount involved does not exceed $125,000, that (vii) purchases on or before March 31, 1997 of loan portfolios acquired by an Affiliate after July 31, 1996 where the other party purchase price does not exceed the lower of two current independent bids for the loan portfolios or parties to such joint venture are not Affiliates of Xxxxxx Publishing, (viii) services rendered and obligations incurred by the Company or any of its Restricted Subsidiaries pursuant to existing agreements or agreements between the Company and/or any Permitted Holder; and
of its Subsidiaries and Wilshire Credit Corporation, a Nevada corporation (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect "WCC"), and/or Affiliates of WCC entered into on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 the third paragraph below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might would reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 15.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees, compensation and reimbursement of fees and compensation expenses paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect when taken as a whole than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments and Investments permitted by this Indenture;
(5) any payments or other transactions pursuant to any tax-sharing agreement between any direct or indirect parent company of the Company and the Company with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes;
(6) sales of Qualified Capital Stock to Affiliates of the Company not otherwise prohibited by this Indenture and the granting of registration and other customary rights in connection therewith;
(7) loans or advances to employees or consultants that are approved in good faith by the Board of Directors of the Company;
(8) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case, in the ordinary course of business and conducted on an arm’s length basisotherwise not prohibited by this Indenture; and
(9) the existence of, exclusively between Xxxxxx Publishing and the performance by the Company or any of its Restricted Subsidiaries and a joint venture of its obligations under the terms of any, limited liability company, limited partnership or other organizational document or stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which Xxxxxx Publishing or any of its Restricted Subsidiaries it is a partyparty at the date of this Indenture and similar agreements that it may enter into thereafter; provided, however, that the other party existence of, or parties to such joint venture are not Affiliates of Xxxxxx Publishing, the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any Permitted Holder; and
similar agreement entered into after the date of the Indenture shall only be permitted by this clause (69) to the Loan Documents (extent not more disadvantageous to the Holders in any material respect when taken as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementa whole.
Appears in 1 contract
Samples: Indenture (Nb Finance Corp)
Limitations on Transactions with Affiliates. Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer will be binding on the Company:
(a) Xxxxxx Publishing will not, and will not permit neither the Company nor any of its Restricted Subsidiaries tomay, (i) directly or indirectly, enter into make any loan, advance, guaranty or permit capital contribution to exist any transaction or series of related transactions (includingfor the benefit of, without limitationor sell, the purchaselease, sale, lease transfer or exchange otherwise dispose of any property of its properties or the rendering of any service) withassets to, or for the benefit of, or purchase or lease any of its Affiliates (eachproperty or assets from, an “Affiliate Transaction”)or enter into or amend any contract, other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in agreement or understanding with, or for the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions benefit of any agreement, whether written Affiliate which transaction involves or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in has a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either 250,000 (each an "Affiliate Transaction"), except for (i) be approved by a majority of the Independent Directors of Xxxxxx PublishingRestricted Payments otherwise permitted hereunder, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, and (ii) in transactions, the event there terms of which are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to at least as favorable as the consummation thereof, obtain a favorable opinion as to terms which could be obtained by the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not Affiliates.
(b) In addition, (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with an aggregate value in excess of $5,000,000, such transaction must first be approved, by a majority of the Disinterested Directors and (ii) with respect to any Affiliate Transaction or related series of Affiliate Transactions with an aggregate value in excess of $25,000,000, the Company must first deliver to the Trustee a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness view of such transaction to the Company or series of related transactions to Xxxxxx Publishing or the relevant Restricted such Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(dc) Except as expressly permitted below and subject at all times to Notwithstanding the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section Affiliate Transactions shall not apply to:
include (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or transactions exclusively between or among such the Company and one or more Restricted Subsidiaries or between or among one or more Restricted Subsidiaries, provided such transactions (ii) any contract, agreement or understanding with, or for the benefit of, or planned for the benefit of, employees of the Company or any Restricted Subsidiaries (in their capacity as such) that has been approved by the Board of Directors, (iii) issuances of Qualified Capital Stock of the Company to members of the Board of Directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the stockholders or the Board of Directors of the Company or the respective Subsidiary, (iv) home sales and readily marketable mortgage loans to employees, officers and directors of the Company and Subsidiaries in the ordinary course of business, (v) payment of regular fees and reimbursement of expenses to directors of the Company who are not otherwise prohibited by this Indenture;
employees of the Company and reimbursement of expenses and payment of wages and other compensation to officers and employees of the Company or any of its Subsidiaries or (3vi) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as contractual arrangements in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in Date and renewals and extensions thereof not involving modifications adverse to the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiary.
Appears in 1 contract
Samples: Indenture (MDC Holdings Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1) through (6) of clause (dc) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 20.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement, health, option, deferred compensation and other benefits plans) to officers and employees of the Company) paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments or Permitted Investments permitted by this Indenture;
(5) transactions any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderQualified Securitization Transaction; and
(6) the Loan Documents (as defined in issuance of Qualified Capital Stock of the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or Company otherwise modified from time to time in accordance with the Intercreditor Agreementpermitted hereunder.
Appears in 1 contract
Samples: Indenture (Mobile Mini Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and the third paragraph below or (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 7.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 20.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement, an or any arrangement the terms of which have been disclosed prior to the Issue Date in the Offering Memorandum, as in effect as of the Issue Date or any amendment or replacement agreement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement agreement thereto) so long as any such amendment or replacement thereto agreement taken as a whole is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments payments and Investments permitted by this Indenture;
(5) transactions any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (other than issuances, payments, awards or grants to Xxxxx X. Xxxxxxx) pursuant to, or the funding of, employment arrangements, employee stock options and employee stock ownership plans approved by the applicable Board of Directors;
(6) loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries and a consistent with past practice;
(7) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture;
(8) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction;
(9) purchases and sales of product and raw materials, insurance arrangements and payments, all of the foregoing in the ordinary course of business consistent with past practice or as may be necessary to which Xxxxxx Publishing accommodate legal, regulatory or any other changes in the business of the Company and its Restricted Subsidiaries is a party; provided, however, that Subsidiaries;
(10) employment agreements and similar arrangements with employees and independent contractors other than Xxxxx X. Xxxxxxx;
(11) the other party or parties to such joint venture are not Affiliates issuance and sale of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderQualified Capital Stock; and
(612) payments made pursuant to the Loan Documents (as defined following conditions: if the Company is to file consolidated federal income tax returns with Holdings or combined or unitary state income tax returns with Holdings, the Company may enter into a tax sharing agreement with Holdings and may pay to Holdings amounts when due and payable pursuant to such tax sharing agreement in the Senior Debt Credit Agreement) as in effect on the Issue Daterespect of amounts of tax due with respect to such consolidated, as such documents may be amended, restated, supplemented, combined or otherwise modified unitary returns and any additional taxes due from time to time as a result of any audit thereof, as the case may be, in accordance with each case in an amount not to exceed the Intercreditor Agreementamount of tax that the Company would have been obligated to pay to the appropriate taxing authority if the Company and its Subsidiaries had filed a hypothetical separate consolidated, combined or unitary return for the then current year and all prior years ending after the Issue Date.
Appears in 1 contract
Samples: Indenture (Dole Food Co Inc)
Limitations on Transactions with Affiliates. (ai) Xxxxxx Publishing Lessee will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xA) Affiliate Transactions specifically permitted under subsections paragraph (1ii) through (6) of clause (d) of this Section 4.11 below and (yB) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Lessee or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 5,000,000 shall either (i) be approved by a majority the unaffiliated members of the Independent Board of Directors of Xxxxxx PublishingLessee or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent unaffiliated members of the Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing Lessee or any -43- 49 Restricted Subsidiary of Xxxxxx Publishing Lessee enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million10,000,000, Xxxxxx Publishing Lessee or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Lessee or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Indenture Trustee.
(dii) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bi) of this Section, the restrictions set forth in clause (a) of this Section above shall not apply to:
to (1A) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee as determined in good faith by Xxxxxx Publishing’s Lessee's Board of Directors or senior management;
; (2B) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Lessee and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
Agreement; (3C) The any agreement as in effect as of the Issue Date (including, but not limited to, the Weatxxxxxxx Xxxnsition Services Agreement orAgreement) or any amendment thereto or any transaction contemplated thereby (including, an but not limited to, pursuant to any amendment or thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Tranche A Noteholders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
; (4D) Restricted Payments permitted by this Indenture;
Section 9.2(b); (5E) transactions the Tax Sharing Agreement; (F) employment agreements with officers and employees of Lessee and its Restricted Subsidiaries, in the ordinary course of business; (G) loans and advances to employees not to exceed $5,000,000 outstanding at any one time, in the ordinary course of business; (H) arrangements with directors of Lessee existing on the Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition of Gas Services International Ltd. and related entities including International Pumps & Compressions Pty. Ltd. for consideration of approximately $21 million, if consummated within six (6) months of the Issue Date, and documents related thereto; and (J) the provision of compression or related services to Weatxxxxxxx xx any other Affiliate in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partymarket terms; provided, however, that if aggregate payments or property involved in any such transaction or series of related transactions exceeds $5,000,000, such transaction or transactions shall be approved by the other party or parties to such joint venture are not Affiliates unaffiliated members of Xxxxxx Publishing, any the Board of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDirectors of Lessee.
Appears in 1 contract
Samples: Participation Agreement (BRL Universal Equipment Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Parent and the Issuers will not, and will not permit any of its their respective Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its their Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Parent, the Issuers or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 2.5 million shall either (i) be approved by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Parent or a majority of the disinterested members, but in no event fewer than two Independent if any, of the Board of Directors of Xxxxxx Publishingthat Company or such Restricted Subsidiary (or, the entire Board of Directors, in the event there are no disinterested members of the Board of Directors of that Company or such Restricted Subsidiary), as the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) set in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteethis paragraph. If Xxxxxx Publishing the Parent, the Issuers or any Restricted Subsidiary of Xxxxxx Publishing the Issuers or the Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, Xxxxxx Publishing the Parent, the Issuers or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Parent, the Issuers or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.17 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Parent, the Issuers or any Restricted Subsidiary of Xxxxxx Publishing the Issuers or the Parent as determined in good faith by Xxxxxx Publishingthe Parent’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishingthe Parent, the Issuers and any of its their respective Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orthe Refinancing Transactions, an including the Senior Secured Facilities provided for in the Plan, or any agreement as in effect on the Issue Date (including any transaction expressly provided for therein) and any amendment thereto or any replacement agreement thereto so long as (i) any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Holders, in any material respect respect, than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date, provided that any such amendment or replacement agreement shall be approved by a majority of the disinterested members of the Board of Directors of the Parent, the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such amendment or replacement agreement comply with the provisions set forth in clause (a) of this Section 4.17 and Section 4.10 and the terms of this clause (3);
(4) Restricted Payments permitted by this Indenture;
(5) transactions any employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment related agreements, arrangements or plans entered into by the Parent, the Issuers or any of their respective Restricted Subsidiaries in the ordinary course of business business;
(6) issuance of Qualified Capital Stock of the Parent and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any the granting of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties registration rights with respect to such joint venture are not Affiliates Qualified Capital Stock;
(7) any transaction on arm’s-length terms with a non-Affiliate that becomes an Affiliate as a result of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holdersuch transaction; and
(6) 8) arrangements with directors or officers of the Loan Documents (as defined in Parent, the Senior Debt Credit Agreement) as Company or any Restricted Subsidiary existing on the Issue Date and in effect on the Issue DateDate or as modified thereafter; provided that any such modification shall be approved by a majority of the disinterested members of the Board of Directors of the Parent, the Company or such Restricted Subsidiary, as the case may be, such documents may approval to be amended, restated, supplemented, or otherwise modified from time to time in accordance evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such modification comply with the Intercreditor Agreementprovisions set forth in the first paragraph of this Section 4.17.
Appears in 1 contract
Samples: Indenture (Tcby of Australia, Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than than: (x1) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 as described below; and (y2) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.12 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted SubsidiariesSubsidiaries in the ordinary course of business, provided such transactions are not otherwise prohibited by this First Supplemental Indenture;
(3) The Services Agreement ortransactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries has made an Investment in the ordinary course of the Company's real estate lending business and such Person is an Affiliate solely because of such Investment;
(4) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest;
(5) any agreement as in effect as of the Issue Date, an including the Management Agreements between the Company and the Manager and between TMHL and the Manager or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: First Supplemental Indenture (Thornburg Mortgage Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, saletransfer or otherwise dispose of any of its properties or assets to, lease or exchange of purchase any property or the rendering of assets from or enter into any service) contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan unrelated Person and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Company delivers to the Trustee (a) with respect to any Affiliate of Xxxxxx Publishing Transaction (or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar transactions) involving Pro-Fac (including, without limitation, any amendment to or part waiver under the Pro-Fac Marketing Agreement and any agreement for the purchase of a common plancrops entered into pursuant to the Pro-Fac Marketing Agreement) prior to consummation of the Pro-Fac Merger or involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either million, an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) be approved above and which sets forth and authenticates a resolution that has been adopted by a vote of a majority of the Independent Disinterested Directors approving such Affiliate Transaction and (b) with respect to any Affiliate Transaction (or series of Xxxxxx Publishingrelated transactions) involving aggregate payments in excess of $5.0 million (other than any Affiliate Transaction (for series of related transactions) occurring prior to consummation of the Pro-Fac Merger and relating to the Pro-Fac Marketing Agreement or any agreement for the purchase of crops entered into pursuant to the Pro-Fac Marketing Agreement), but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) Officers' Certificate described in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable preceding clause (a) and an opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, Subsidiary from a financial point of view, from view of such Affiliate Transaction (or series of related transactions) issued by an Independent Financial Advisor Advisor; provided, however, that the following shall not be deemed to be Affiliate Transactions: (i) transactions exclusively between or among (1) the Company and file one or more Restricted Subsidiaries or (2) Restricted Subsidiaries, provided, in each case, that no Affiliate of the same with Company (other than another Restricted Subsidiary) owns Capital Stock of any such Restricted Subsidiary; (ii) transactions between the Trustee. If Xxxxxx Publishing Company or any Restricted Subsidiary and any qualified employee stock ownership plan established for the benefit of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 millionthe Company's employees, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point establishment or maintenance of view, from an Independent Financial Advisor and file the same with the Trustee.
any such plan; (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1iii) reasonable fees director, officer and employee compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions other benefit and indemnification arrangements entered into in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing consistent with past practice; (iv) transactions permitted by Section 4.05 or any excluded from the definition of its "Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.Payments;"
Appears in 1 contract
Samples: Indenture (Linden Oaks Corp)
Limitations on Transactions with Affiliates. (ai) Xxxxxx Publishing Lessee will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xA) Affiliate ---------------------- Transactions permitted under paragraph (ii) below and (B) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Lessee or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 5,000,000 shall either (i) be approved by a majority the unaffiliated members of the Independent Board of Directors of Xxxxxx PublishingLessee or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent unaffiliated members of the Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million10,000,000, Xxxxxx Publishing Lessee or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Lessee or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Indenture Trustee.
(dii) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bi) of this Section, the restrictions set forth in clause (a) of this Section above shall not apply to:
to (1A) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee as determined in good faith by Xxxxxx Publishing’s Lessee's Board of Directors or senior management;
; (2B) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Lessee and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
Agreement; (3C) The any agreement as in effect as of the Issue Date (including, but not limited to, the Weatherford Transition Services Agreement orAgreement) or any amendment txxxxxx xx xny transaction contemplated thereby (including, an but not limited to, pursuant to any amendment or thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Tranche A Noteholders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
; (4D) Restricted Payments permitted by this Indenture;
Section 9.2(b); (5E) transactions the Tax Sharing Agreement; (F) employment agreements with officers and employees of Lessee and its Restricted Subsidiaries, in the ordinary course of business business; (G) loans and conducted advances to employees not to exceed $5,000,000 outstanding at any one time, in the ordinary course of business; (H) arrangements with directors of Lessee existing on an arm’s length basisthe Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition of Gas Services International Ltd. and related entities including International Pumps & Compressions Pty. Ltd. for consideration of approximately $21 million, exclusively between Xxxxxx Publishing if consummated within six (6) months of the Issue Date, and documents related thereto; and (J) the provision of compression or related services to Weatherford or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partyother Affiliate in the ordinary course ox xxxxxxxx on market terms; provided, however, that if aggregate payments or property involved in any such transaction or series of related transactions exceeds $5,000,000, such transaction or transactions shall be approved by the other party or parties to such joint venture are not Affiliates unaffiliated members of Xxxxxx Publishing, any the Board of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDirectors of Lessee.
Appears in 1 contract
Samples: Participation Agreement (BRL Universal Equipment Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) withassets, property, or for services) with any Affiliate of the benefit of, Company (except that the Company and any of its Affiliates (each, an “Affiliate Transaction”Subsidiaries may enter into any transaction or series of related transactions with any other Subsidiary of the Company without any limitation under this covenant), other than unless:
(xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions are on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, than would be available in a comparable arm's length dealing with a Person that is not such an Affiliate;
(ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $500,000 the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Board of Directors of the Company; and
(iii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $2,000,000, the Company delivers to the Trustee a written opinion of a nationally- recognized investment banking firm to the effect that the transaction or series of transactions are fair (from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section paragraph shall not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
(4) Restricted Payments permitted by date of this Indenture;
, (5ii) transactions any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries either (A) in the ordinary course of business and conducted on consistent with the past practice of the Bank or such other Subsidiary or (B) which agreement, arrangement or plan was adopted by the Board of Directors of the Company, (iii) residential mortgage, credit card and other consumer loans to an arm’s length basisAffiliate who is an officer, exclusively between Xxxxxx Publishing director or employee of the Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance comply with the Intercreditor Agreementapplicable provisions of 12 U.S.C. ' 1468(b) and any rules and regulations of the OTS thereunder, (iv) any Restricted Payments permitted by the Indenture or, (v) any transaction or series of transactions in which the total amount involved does not exceed $250,000.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1) through (6) of clause (dc) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 7.5 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;; and
(5) transactions any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementQualified Securitization Transaction.
Appears in 1 contract
Samples: Indenture (Mobile Mini Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate "AFFILIATE Transaction”"), other than than
(xi) Permitted Affiliate Transactions, and
(ii) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or Subsidiary. With respect to all Affiliate Transactions (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than Permitted Affiliate Transactions):
(i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at if such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving Transaction involves aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 10.0 million shall either (i) it will be approved by a majority of the Independent members of the Board of Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors the Company (including a majority of Xxxxxx Publishingthe disinterested members thereof), such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, provisions; and
(ii) in if such Affiliate Transaction involves an aggregate Fair Market Value of more than $25.0 million, the event there are fewer than two such Independent Directors, Xxxxxx Publishing shallCompany will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness terms of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the Agent. The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to:to the following transactions (collectively, "PERMITTED AFFILIATE TRANSACTIONS"):
(1) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior managementSubsidiary;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Wholly-Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly-Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Closing Date or any transaction contemplated thereby and any amendment thereto or any replacement agreement thereto thereto, so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Lenders, the Company or the Restricted Subsidiaries in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Closing Date;
(4) Restricted Payments permitted by this IndentureAgreement (except for Restricted Payments described in Section 6.3(b)(16)) or Permitted Investments;
(5) transactions any merger or other transaction with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or creating a holding company of the Company;
(6) any reasonable employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into in good faith by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(7) any loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing in accordance with the past practices of the Company or any of its the Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderSubsidiaries; and
(6) 8) any issuance of Qualified Capital Stock of the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementCompany.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuers shall not, and will shall not permit any of its their Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property (iexcept Development Property) directly or indirectlyassets from, or enter into or permit to exist any transaction make or series amend (for the purpose of related transactions (including, without limitation, increasing the purchase, sale, lease obligations of either Issuer or exchange their Restricted Subsidiaries thereunder or decreasing the obligations of any property Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or the rendering of such Restricted Subsidiary thereunder) any service) contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on with an arm’s-length basis from a unrelated Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in such Issuer delivers to the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Trustee (a) with respect to any Affiliate of Xxxxxx Publishing Transaction or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either million, a resolution of the Management Committee set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating above and that such Independent Directors have determined that such transaction complies Affiliate Transaction has been approved unanimously by the Management Committee and (b) with the foregoing provisions orrespect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing appraisal or any Restricted Subsidiary investment banking firm of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) national standing; provided that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and any compensation paid to and to, indemnity provided on behalf of, officersor employment agreement entered into with, directors, employees any officer or consultants director of Xxxxxx Publishing the Issuers or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its their Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business business, (2) transactions between or among the Issuers and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its their Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the provisions of its Restricted Subsidiaries is a party; providedSection 4.05, howeverin each case, that the other party or parties to such joint venture are shall not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementdeemed Affiliate Transactions.
Appears in 1 contract
Samples: Indenture (Eldorado Resorts LLC)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Issuer (each, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) the Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Issuer or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereofunrelated Person; provided, that the Services Agreement may be amended as provided for in Section 4.24.and
(b2) So long as any Notes are outstanding, and notwithstanding anything the Issuer delivers to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor Trustee:
(a) with respect to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Transaction or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 5.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of Xxxxxx Publishingsuch Board of Directors; and
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file appraisal or investment banking firm of national standing in the same with the Trustee. If Xxxxxx Publishing United States or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeCanada.
(db) Except as expressly permitted below and The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject at all times to the restrictions set forth in clause (b) provisions of this Section, the restrictions set forth in clause (a) of this Section shall not apply toprior paragraph:
(1) reasonable fees director, officer, consultant and compensation paid to employee compensation, benefit and indemnity provided on behalf ofindemnification agreements, officers, directors, employees or consultants of Xxxxxx Publishing plans and arrangements entered into by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on payments pursuant thereto;
(2) transactions between or among the Issuer and/or the Restricted Subsidiaries;
(3) transactions with a Person (other than an arm’s length basisUnrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, exclusively between Xxxxxx Publishing directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(4) to the extent that the Issuer or one or more of the Restricted Subsidiaries are members of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Issuer is the common parent, payment of dividends or other distributions by the Issuer or one or more of the Restricted Subsidiaries pursuant to a tax sharing agreement or otherwise to the extent necessary to pay, and which are used to pay, any income taxes of its such tax group that are attributable to the Issuer and/or the Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing are not payable directly by the Issuer and/or the Restricted Subsidiaries; provided that the amount of any such dividends or distributions (plus any such taxes payable directly by the Issuer and/or the Restricted Subsidiaries) shall not exceed the amount of its such taxes that would have been payable directly by the Issuer and/or the Restricted Subsidiaries is had the Issuer been the U.S. common parent of a party; providedseparate tax group that included only the Issuer and the Restricted Subsidiaries;
(5) any issuance of Qualified Equity Interests (and the exercise of any warrants, however, that the options or other party or parties rights to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; andacquire Qualified Equity Interests);
(6) Restricted Payments that do not violate Section 4.11;
(7) loans or advances to employees of the Loan Documents Issuer or any Restricted Subsidiary (as defined x) in the Senior Debt Credit Agreementordinary course of business in an aggregate amount not to exceed $5.0 million at any time outstanding or (y) in connection with the purchase by such Persons of Equity Interests of the Issuer or any Parent Company so long as the cash proceeds of such purchase received by any Parent Company are contemporaneously contributed to the common equity capital of the Issuer;
(8) payments by the Issuer to or on behalf of any Parent Company in an amount sufficient to pay out-of-pocket legal, accounting and filing and other general corporate overhead costs of such Parent Company and franchise taxes and other fees required to maintain its existence actually incurred by such Parent Company, in any case in an aggregate amount not to exceed $1.0 million in any calendar year;
(9) the agreements described in the Offering Memorandum under the caption "Certain Relationships and Related Party Transactions," as in effect on the Issue Datedate of this Indenture or as amended thereafter (so long as the amended agreement is not more disadvantageous to the Holders, taken as a whole, in any material respect than such agreement immediately prior to such amendment) or any transaction contemplated thereby (other than payment of management fees referred to in clause (10) below); and
(10) so long as no Event of Default exists, the existence or performance by the Issuer or any Restricted Subsidiary of the provisions of the Management Agreement described in the Offering Memorandum under "Certain Relationships and Related Party Transactions" or any amendment thereto or replacement agreement therefor or any transaction contemplated thereby so long as such documents may be amendedamendment or replacement is not more disadvantageous to the Holders, restatedtaken as a whole, supplemented, or otherwise modified from time to time in accordance with any material respect than the Intercreditor Agreementoriginal agreements as in effect on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (MAAX Holdings, Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 the second succeeding paragraph below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishingthe Company, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing the Company shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to:
(1) issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to employment agreements, stock options or stock ownership and other employee benefit plans approved in good faith by the Board of Directors of the Company and reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior managementDirectors;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or LSAEs or exclusively between or among such Restricted SubsidiariesSubsidiaries that are Guarantors or LSAEs, provided such transactions are not otherwise prohibited by this IndentureIndenture and with respect to a transaction with an LSAE that is not a Guarantor, if the transaction (or series of related transactions) is in excess of $1 million, such transaction has been determined by the Board of Directors of the Company to be fair to the Company;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) loans or advances to employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries; and
(5) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Company shall not, and will shall not permit permit, cause or suffer any of its Restricted Subsidiaries Subsidiary to, (i) directly conduct any business or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates or any beneficial holder of 10% or more of any class of Equity Interests of the Company or any officer or director of the Company or any Restricted Subsidiary (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business except on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, fair and notwithstanding anything reasonable to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of $2.5 million shall be approved by the Board of Directors of the Company, from such approval to be evidenced by a financial point resolution of viewsuch Board of Directors stating that such Board of Directors (including a majority of the disinterested directors) has determined that such transaction complies with the foregoing provisions. In addition to the foregoing, with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million or more, the Company must obtain a written opinion from an Independent Financial Advisor and file stating that the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary terms of Xxxxxx Publishing enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Company or the relevant Restricted Subsidiary, as the case may be, are fair from a financial point of view, from an Independent Financial Advisor and file . Notwithstanding the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section covenant shall not apply to:
to (1i) reasonable fees and compensation paid to and indemnity provided on behalf oftransactions with or among the Company and/or any of the Restricted Subsidiaries; provided, officershowever, directorsin any such case, employees no officer, director or consultants beneficial holder of Xxxxxx Publishing 10% or more of any class of Equity Interests of the Company shall beneficially own any Voting Stock of any such Restricted Subsidiary (other than by reason of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board 38 its ownership of Directors or senior management;
Equity Interests of the Company), (2ii) Affiliate Transactions transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3iii) The Services Agreement orany Restricted Payment permitted under Section 4.06, an amendment (iv) directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or replacement agreement thereto so long as any such amendment employee benefit plans, employee salaries and bonuses, employment agreements or replacement thereto is not more disadvantageous legal fees paid or created in the ordinary course of business and (v) payments pursuant to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 arrangements as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Trans Resources Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates (each, other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make a transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) transactions involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) 2,000,000 or more, such determination will be approved made in good faith by a majority of the Independent Directors members of Xxxxxx Publishing, but in no event fewer than two Independent Directors the board of Xxxxxx Publishing, such approval to be evidenced directors of the Company and by a Board Resolution stating majority of the disinterested members of the board of directors of the Company, if any; provided, further, that such Independent Directors have determined for a transaction or series of related transactions involving value of $10,000,000 or more, the board of directors of the Company has received an opinion from a nationally recognized investment banking firm that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may beis fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder, (2) any obligation of the Company under the Monitoring and Oversight Agreements (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant) or any employment, noncompetition or confidentiality agreement with any officer of the Company, (3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and compensation expenses paid to BT Securities Corporation and indemnity provided on behalf its Affiliates, (4) any Restricted Payment permitted to be made pursuant to Section 4.03, (5) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, officersemployment arrangements, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith stock options and stock ownership plans approved by Xxxxxx Publishing’s the Board of Directors of the Company, (6) loans or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous advances to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries consistent with past practices, (7) payments made in connection with any acquisitions or dispositions by the Company and a joint venture to its Subsidiaries which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture acquisitions and dispositions are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined disclosed in the Senior Debt Credit Agreement) as in effect on Offering Memorandum, including fees to Hickx Xxxe, and (8) the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with issuance of Capital Stock of the Intercreditor Agreement.Company (other than Disqualified Capital Stock). 48 -41-
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate (including entities in which the rendering of any service) with, Company or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries toown a minority interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate Transaction") or extend, make renew, waive or permit to exist any intercompany loans from any Obligor to otherwise modify the terms of any Affiliate thereof that is not an Obligor other than Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Tranche B Loan Company 58 -50- and its Wholly-Owned Subsidiaries; or (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction are fair and reasonable to Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, from a financial point and the terms of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an such Affiliate Transaction (are at least as favorable as the terms which could be obtained by the Company or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from in a financial point comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of view$1,000,000 which is not permitted under clause (i) above, from an Independent Financial Advisor and file such Affiliate Transaction(s) must be approved by a majority of the same Board of Directors of the Company (including a majority of the disinterested directors). In transactions with the Trustee.
a value in excess of $3,000,000 which are not permitted under clause (di) Except as expressly permitted below and subject at all times above, in addition to the restrictions requirements set forth in clause (b) of this Sectionthe immediately preceding sentence, the restrictions set forth Company must obtain a written opinion as to the fairness of such a transaction from a nationally recognized expert with experience in clause (a) appraising the terms of this Section shall conditions of the type of business or transaction or series of transactions for which approval is required. The foregoing provisions will not apply to:
to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary Payment that is not prohibited by the provisions of Xxxxxx Publishing as determined in good faith Section 4.04 or (ii) any transaction approved by Xxxxxx Publishing’s the Board of Directors of the Company, with an officer or senior management;
(2) Affiliate Transactions between director of the Company or among Xxxxxx Publishing, of any Subsidiary of its Restricted Subsidiaries that are Guarantors the Company in his or exclusively between her capacity as officer or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions director entered into in the ordinary course of business business, including compensation and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing employee benefit arrangements with any officer or director of the Company or of any Subsidiary of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, the Company that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined customary for public companies in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementradio broadcasting industry.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its the Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of se- ries xx related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to:
to (1i) employment, consulting and compensation arrangements and agreements of the Company as in effect on the Issue Date; (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
; (2iii) Affiliate Transactions consulting fees paid by the Company consistent with past practice; (iv) transactions exclusively between or among Xxxxxx Publishing, the Company and any of its the Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
; (3v) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous transactions pursuant to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
Existing Agreements; and (4vi) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Vs Holdings Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company in any transaction or series of related transactions (eacheach of the foregoing, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections involving aggregate payments or consideration in excess of $20.0 million unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions Transaction, as determined by the Company in the ordinary course of business good faith, is on terms that are no not materially less favorable to the Company or its relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at by the Company or such time Restricted Subsidiary with an unrelated Person on an arm’s-length basis from a Person that is not basis;
(2) the Company delivers to the Trustee an Affiliate of Xxxxxx Publishing or Officer’s Certificate with respect to such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, stating that the Services Agreement may be amended as provided for in Section 4.24.Company has approved such Affiliate Transaction and stating that such Affiliate Transaction complies with clause (1) above; and
(b3) So long as for any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving transactions with an aggregate payments or other property with a fair market value in excess of $1.0 50.0 million shall either (i) be or more, such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of Xxxxxx Publishingthe board of directors of the Company, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the if any. The foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
(1) payment of reasonable fees and compensation paid to to, or loans made to, and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing (including any employment agreements, employee benefit plans or indemnification agreements entered into with such persons) as determined determined, in good faith faith, by Xxxxxx Publishing’s Board of Directors or senior managementthe Company;
(2) Affiliate Transactions any transaction between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this IndentureSubsidiaries of the Company;
(3) The Services Agreement or, an any agreement as in effect as of the Spin-Off Date (including the Separation and Distribution Documents) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement thereto is agreement is, as determined by the Company, not more materially disadvantageous to the Holders in any material respect Company or such Restricted Subsidiary when taken as a whole than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue DateSpin-Off Date or as described in the Offering Memorandum;
(4) Permitted Investments and Restricted Payments permitted by this Indenture;
(5) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of this Indenture which are, in the determination of the Company, fair to the Company and its Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party;
(6) commercially reasonable transactions between the Company or a Restricted Subsidiary and any joint venture or any Unrestricted Subsidiary and otherwise in compliance with the terms of this Indenture which are, exclusively between Xxxxxx Publishing in the determination of the Company at the time of entry into such transactions, fair to the Company and its Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
(7) the issuance or sale of any Equity Interests of the Company;
(8) transactions with respect to which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an independent investment banking or accounting firm or any third party appraiser of national or international standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;
(9) transactions with Persons that are Affiliates of the Company solely because the Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing owns an Equity Interest in or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to otherwise controls such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderPerson; and
(610) the Loan Documents (as defined any transaction related to or in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance connection with the Intercreditor AgreementTransactions.
Appears in 1 contract
Samples: Indenture (KLX Inc.)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $250,000, the Company delivers an Officers' Certificate to Xxxxxx Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transaction involving aggregate payments in excess of $1,000,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between Xxxxxx Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) any permitted Restricted Subsidiaries Payment or Permitted Payment, (v) any transaction or series of transactions in which the total amount involved does not exceed $125,000, or (vi) services rendered and a joint venture to which Xxxxxx Publishing obligations incurred by the Company or any of its Restricted Subsidiaries is a party; provided, however, that pursuant to existing agreements or agreements between the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, Company and/or any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiaries.
Appears in 1 contract
Samples: Indenture (Resource America Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, (i) directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease transfer, assignment, lease, conveyance or exchange of any property Property or the rendering of any service) with, or for the benefit of, any Affiliate of its Affiliates the Company (each, an “"Affiliate Transaction”"), other than unless:
(xa) the terms of such Affiliate Transactions specifically permitted under subsections Transaction are:
(1i) through set forth in writing,
(6ii) of clause fair to the Company or such Subsidiary, as the case may be, and
(diii) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that might reasonably have been could be obtained in a comparable transaction at such time on an arm’sarm's-length basis from transaction with a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.Company,
(b) So long if such Affiliate Transaction involves aggregate payments or value in excess of $1.0 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(ii) and (iii) of this paragraph as any Notes are outstanding, and notwithstanding anything evidenced by a Board Resolution promptly delivered to the contrary hereinTrustee, Xxxxxx Publishing will notand
(c) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and will not permit its Subsidiaries. 44 Notwithstanding the foregoing limitation, the Company or any of its Restricted Subsidiaries to, make may enter into or permit suffer to exist the following:
(a) any intercompany loans from transaction or series of transactions between the Company and one or more of its Subsidiaries or between two or more of its Subsidiaries in the ordinary course of business, provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any Obligor to any such Subsidiary is owned by an Affiliate thereof that is not an Obligor of the Company (other than a Subsidiary);
(ib) any Restricted Payment permitted to be made pursuant to Section 4.10 or any Permitted Investment;
(c) the Tranche B Loan payment of compensation (including amounts paid pursuant to employee benefit plans), incentive plans, employment agreements and option grants for the personal services of officers, directors and employees of the Company or any of its Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;
(iid) short term intercompany payables between Xxxxxx Publishing loans and Xxxxxx Communications incurred advances to employees made in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate and consistent with the past practices of Xxxxxx Publishing the Company or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor provided that such loans and file advances do not exceed $250,000 in the same with the Trustee. If Xxxxxx Publishing or aggregate at any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.one time outstanding;
(de) Except as expressly permitted below and subject at all times to the restrictions set forth transactions otherwise in clause (b) of this Section, the restrictions set forth in compliance with clause (a) of this Section shall not apply to:
(1) reasonable fees 4.14 and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith expressly contemplated by Xxxxxx Publishing’s Board of Directors or senior managementSection 4.23;
(2f) Affiliate Transactions any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or among Xxxxxx Publishing, any with which the Company is part of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;a consolidated group for tax purposes; and
(3g) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as following agreements in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in Date and any modifications, extensions or renewals thereto that are no less favorable to the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to thereof than such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) agreements as in effect on the Issue Date, as such documents may be amendednamely:
(1) that certain Agreement of Trademark Use dated August 18, restated2004, supplementedbetween Harbin Tech Full Electric Co. Ltd. and Harbin Tech Full Industry Co. Ltd. for two registered trademarks owned by the latter entity;
(2) that certain Lease Agreement dated March 20, or otherwise modified from time to time 2005, between Harbin Tech Full Electric Co. Ltd. and Harbin Tech Full Industry Co., Ltd. for leasing premises on the former entity's main campus in accordance with Harbin, PRC; and
(3) that certain Patent Transfer Agreement dated August 19, 2004 between Harbin Tech Full Electric Co. Ltd. and Harbin Tech Full Industry Co. Ltd. for three patents owned by the Intercreditor Agreementlatter entity.
Appears in 1 contract
Samples: Indenture (Harbin Electric, Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $10,000,000, the Company delivers an Officers' Certificate to Xxxxxx Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $20,000,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to:
to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date;
Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between Xxxxxx Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) any permitted Restricted Subsidiaries Payment or Permitted Payment, (v) any transaction or series of transactions in which the total amount involved does not exceed $125,000, or (vi) services rendered and a joint venture to which Xxxxxx Publishing obligations incurred by the Company or any of its Restricted Subsidiaries is a party; provided, however, that pursuant to existing agreements or agreements between the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, Company and/or any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiaries.
Appears in 1 contract
Samples: Indenture (Resource America Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its the Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section above shall not apply to:
to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
Directors; (2ii) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its the Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.55
Appears in 1 contract
Samples: Indenture (Penn National Gaming Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Guarantor will not, and will not permit any of its the Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Guarantor or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingGuarantor or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Guarantor or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing the Guarantor or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Guarantor or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to:
to (1i) employment, consulting and compensation arrangements and agreements of the Guarantor as in effect on the Issue Date; (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Guarantor or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Guarantor's Board of Directors or senior management;
; (2iii) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Guarantor and any of its the Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4iv) Restricted Payments permitted by this Indenture;
; and (5v) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDomestication Event.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the fourth paragraph of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of (a) $1.0 5.0 million shall either (i) be approved by a majority senior management of the Independent Company or such Restricted Subsidiary (or, where such senior management is a proposed party to such Affiliate Transaction, the Board of Directors of Xxxxxx Publishingthe Company or such Restricted Subsidiary), but in no event fewer than two Independent as the case may be, such approval to be evidenced by an Officers' Certificate stating that such senior management or Board of Directors has determined that such transaction complies with the foregoing provisions; and (b) $10.0 million shall be approved by the Board of Directors of Xxxxxx Publishingthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Independent senior management or Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 15.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from issued by an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity and reimbursement provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions between any employment agreement entered into by the Company or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors in the ordinary course of business;
(3) the grant of stock options, restricted stock or similar rights to the Company's or any of the Restricted Subsidiaries' employees, directors, officers and consultants pursuant to plans approved by the Board of Directors of the Company;
(4) loans or advances to employees or consultants in the ordinary course of business, consistent with past practices;
(5) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(36) The Services Agreement ortransactions exclusively between or among the Company or any of its Restricted Subsidiaries and a Permitted Joint Venture in the ordinary course of business and customary for transactions of such type, an provided such transactions are not otherwise prohibited by this Indenture;
(7) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue DateDate as reasonably determined by the Board of Directors or senior management of the Company;
(48) transactions effected as part of a Qualified Securitization Transaction; and
(9) Restricted Payments Payments, Permitted Investments or Permitted Liens permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Ironton Iron Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and the third paragraph below or (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 7.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a -70- common plan) that involves an aggregate fair market value of more than $5.0 20.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement, an or any arrangement the terms of which have been disclosed prior to the Issue Date in the Offering Memorandum, as in effect as of the Issue Date or any amendment or replacement agreement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement agreement thereto) so long as any such amendment or replacement thereto agreement taken as a whole is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments payments and Investments permitted by this Indenture;
(5) the payment of fees and expenses incurred in connection with the going-private merger transaction and related transactions consummated on March, 28, 2003;
(6) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (other than issuances, payments, awards or grants to David H. Murdock) pursuant to, or the funding of, employment xxxxxxxxxxxx, xmployee stock options and employee stock ownership plans approved by the applicable Board of Directors;
(7) loans or advances to employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries and a consistent with the past practice;
(8) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture;
(9) any transaction on arm's-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction;
(10) purchases and sales of product and raw materials, insurance arrangements and payments, all of the foregoing in the ordinary course of business consistent with past practice or as may be necessary to which Xxxxxx Publishing accommodate legal, regulatory or any other changes in the business of the Company and its Restricted Subsidiaries is a party; provided, however, that Subsidiaries;
(11) employment agreements and similar arrangements with employees and independent contractors other than David H. Murdock;
(12) the other party or parties to such joint venture are not Affiliates issuance and sale of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted HolderQuxxxxxxx Xxxxxxx Stock; and
(613) payments made pursuant to the Loan Documents (as defined following conditions: if the Company is to file consolidated federal income tax returns with Holdings or combined or unitary state income tax returns with Holdings, the Company may enter into a tax sharing agreement with Holdings and may pay to Holdings amounts when due and payable pursuant to such tax sharing agreement in the Senior Debt Credit Agreement) as in effect on the Issue Daterespect of amounts of tax due with respect to such consolidated, as such documents may be amended, restated, supplemented, combined or otherwise modified unitary returns and any additional taxes due from time to time as a result of any audit thereof, as the case may be, in accordance with each case in an amount not to exceed the Intercreditor Agreementamount of tax that the Company would have been obligated to pay to the appropriate taxing authority if the Company and its Subsidiaries had filed a hypothetical separate consolidated, combined or unitary return for the then current year and all prior years ending after the Issue Date.
Appears in 1 contract
Samples: Indenture (Dole Food Company Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will notSo long as any of the Securities remain outstanding, and will not permit neither the Issuer nor any of its Restricted Subsidiaries to, (i) will directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease involving aggregate consideration in excess of $ 1,000,000 in any fiscal year with any Affiliate or exchange holder of 5% or more of any property or class of Capital Stock of the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), Issuer other than the Series C Preferred Stock (xincluding any Affiliates of such holders) Affiliate Transactions specifically permitted under subsections except for any transaction (1including any loans or advances by or to any Affiliate) through (6i) the terms of clause (d) of this Section 4.11 which are fair and (y) Affiliate Transactions in reasonable to the ordinary course of business on Issuer or such Subsidiary, as the case may be, and are at least as favorable as the terms that are no less favorable than those that might reasonably have been which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction at such time made on an arm’s-arm's length basis from with Persons who are not such a Person that is not holder, an Affiliate of Xxxxxx Publishing such holder or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions Affiliate of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan Issuer and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have which has been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors Issuer's directors (including a majority of Xxxxxx Publishingthe Issuer's independent directors, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (iiif any) in the event there exercise of their fiduciary duties; PROVIDED that any such transaction shall be conclusively deemed to be on terms which are fewer fair and reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arms length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). If the Issuer or any Subsidiary enters into a transaction with an Affiliate (or a series of related transactions with Affiliates related to a common plan) that involves an aggregate fair market value of more than two $10 million, the Issuer or such Independent DirectorsSubsidiary, Xxxxxx Publishing as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction transactions to Xxxxxx Publishing the Issuer or such Restricted the relevant Subsidiary, as the case may be, from a financial point of view, view from an Independent Financial Advisor independent nationally recognized investment banking firm and file the deliver same with to the Trustee. If Xxxxxx Publishing This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; PROVIDED that such transactions are not prohibited by other provisions of this Indenture; (b) any Restricted Subsidiary Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in existence on the date of Xxxxxx Publishing enters into the Indenture and included as an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior exhibit to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
Issuer's Exchange Act Reports; (d) Except as expressly permitted below transactions between the Issuer and subject at all times to the restrictions set forth 1984 ESOP, 1989 ESOP or any other employee benefit plan; (e) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in clause or otherwise controls such Subsidiary or a Permitted Joint Venture; and (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1f) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, directors or employees or consultants of Xxxxxx Publishing the Issuer or any Restricted Subsidiary of Xxxxxx Publishing the Issuer as determined in good faith by Xxxxxx Publishing’s the Issuer's Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDirectors.
Appears in 1 contract
Samples: Indenture (Weirton Steel Corp)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of its properties or assets to, or purchase any Obligor to property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate thereof that is not of the Company involving aggregate payments or consideration in excess of $250,000 (each, an Obligor other than “Affiliate Transaction”), unless:
(i1) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary consistent with past practices an unrelated Person and, if in the good faith judgment of a majority of the disinterested members of the Board of Directors (whose determination shall be conclusive), no comparable transaction is available with which are settled monthly.to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view; and
(c2) All the Company delivers to the Trustee:
(a) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 2.5 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Company; and
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing appraisal or any Restricted Subsidiary investment banking firm of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteenational standing.
(db) Except as expressly permitted below and The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject at all times to the restrictions set forth in clause (bprovisions of Section 4.16(a) of this Section, the restrictions set forth in clause (a) of this Section shall not apply tohereof:
(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;
(2) transactions between or among the Company and/or its Restricted Subsidiaries;
(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(4) payment of reasonable and customary compensation, fees and compensation paid reimbursement of expenses (pursuant to and indemnity provided on behalf of, arrangements or otherwise) of officers, directors, employees or consultants of Xxxxxx Publishing the Company or any of its Restricted Subsidiary Subsidiaries;
(5) any issuance of Xxxxxx Publishing Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant of the Company or any of its Restricted Subsidiaries or to any other Affiliates of the Company;
(6) Restricted Payments that do not violate the provisions of Section 4.09 and Permitted Investments described under clause (16) of the definition of the term Permitted Investments;
(7) payments, advances or loans (or cancellation of loans) to employees or consultants of the Company or any of its Restricted Subsidiaries which are otherwise permitted under this Indenture;
(8) payments made or performance under any agreement as in effect on the Issue Date or described in the Offering Memorandum and any amendment, modification or replacement of such agreement (so long as such amendment, modification or replacement is not less favorable to the Company and its Restricted Subsidiaries, taken as a whole, than the original agreement as in effect on the Issue Date as determined in good faith by Xxxxxx Publishing’s a majority of the disinterested members of the Board of Directors or senior management;of the Company); and
(29) Affiliate Transactions between transactions pursuant to agreements entered into with any Person prior to the time such Person became an affiliate (and, in any event, not in contemplation of any transaction in connection with which such Person would become an affiliate) and any amendment, modification or among Xxxxxx Publishingreplacement of such agreements (so long as such amendment, any of modification or replacement is not less favorable to the Company and its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement ortaken as a whole, an amendment or replacement then the original agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted Date as determined in good faith by this Indenture;
(5) transactions in a majority of the ordinary course disinterested members of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any the Board of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any Directors of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementCompany).
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Issuer (eacheach of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, other than (x) Affiliate Transactions specifically permitted under subsections unless:
(1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at by the Issuer or such time Restricted Subsidiary with an unrelated Person on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or basis; and
(ii2) materially amend, modify or waive the Issuer delivers to the Trustee with respect to any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in effect on excess of $50.0 million, a resolution adopted by the date hereof; provided, majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that the Services Agreement may be amended as provided for in Section 4.24such Affiliate Transaction complies with clause (1) above.
(b) So long as any Notes are outstanding, and notwithstanding anything The foregoing provisions shall not apply to the contrary herein, Xxxxxx Publishing will not, and will not permit following:
(1) (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof entity that is not an Obligor other than (i) the Tranche B Loan becomes a Restricted Subsidiary as a result of such transaction and (ii) short term intercompany payables between Xxxxxx Publishing any merger or consolidation of the Issuer or any direct or indirect 88 parent of the Issuer; provided that such parent company shall have no material liabilities and Xxxxxx Communications incurred no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the ordinary course terms of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.this Indenture;
(c2) All Affiliate Transactions any Permitted Investments or Restricted Payments permitted by the provisions of this Indenture;
(3) transactions pursuant to compensatory, benefit and each series of related Affiliate Transactions which are incentive plans and similar agreements with officers, directors, managers or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority employees of the Independent Directors Issuer or any of Xxxxxx Publishingits Restricted Subsidiaries;
(4) the payment of reasonable and customary fees and compensation paid to, but and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary;
(5) transactions in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with which the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Issuer or such any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
(6) any agreement or arrangement in effect as of the Issue Date, from an Independent Financial Advisor and file or any amendment, modification, or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the same with Holders when taken as a whole as compared to the Trustee. If Xxxxxx Publishing applicable agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;
(7) the existence of, or the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 millionits obligations under the terms of, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing any stockholders agreement or the relevant Restricted Subsidiary, equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the case Issue Date and any similar agreements which it may be, from a financial point of view, from an Independent Financial Advisor and file enter into thereafter; provided that the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf existence of, officers, directors, employees or consultants of Xxxxxx Publishing the performance by the Issuer or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors obligations under any future amendment to any such existing agreement or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, under any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited similar agreement entered into after the Issue Date shall only be permitted by this Indenture;
clause (37) The Services Agreement or, an amendment or replacement agreement thereto so long as to the extent that the terms of any such amendment or replacement thereto is new agreement are not more otherwise disadvantageous to the Holders in any material respect than the Services Agreement, when taken as amended in accordance with Section 4.24 as in effect on the Issue Datea whole;
(4) Restricted Payments permitted by this Indenture8) the Transactions and the payment of all fees and expenses related to the Transactions;
(59) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party;
(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performance of customary registration rights;
(11) sales of accounts receivable, exclusively or participations therein, in connection with any Receivables Facility;
(12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, officers, directors, managers or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees, directors, manager or consultants which, in each case, are approved by the Issuer in good faith;
(13) any transaction in which the only consideration paid by the Issuer or any Restricted Subsidiary consists of Equity Interests (other than Disqualified Stock) of the Issuer;
(14) payments to any future, current or former employee, director, manager, officer, manager or consultant of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment or severance agreements, stock option plans, severance plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in each case, approved by the Issuer in good faith;
(15) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person;
(16) payments by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Issuer;
(17) any lease entered into between Xxxxxx Publishing the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer in the ordinary course of business;
(18) intellectual property licenses in the ordinary course of business;
(19) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because a joint venture to director of which Xxxxxx Publishing is also a director of the Issuer or any other direct or indirect parent of its Restricted Subsidiaries is a partythe Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other party Person;
(20) pledges of Equity Interests of Unrestricted Subsidiaries;
(21) transactions with joint ventures for the purchase or parties to such joint venture are not Affiliates sale of Xxxxxx Publishinggoods, any equipment and services entered into in the ordinary course of its Restricted Subsidiaries or any Permitted Holderbusiness; and
(622) any merger, consolidation or reorganization of the Loan Documents (as defined Issuer or Restricted Subsidiary with an Affiliate of the Issuer or Restricted Subsidiary solely for the purpose of reincorporating the Issuer or Restricted Subsidiary in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementa new jurisdiction.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-arm's- length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) will be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing shallthe Company or such Restricted Subsidiary, as the case may be, will, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of from an Independent financial Advisor stating that such transaction or series of related transactions are fair to Xxxxxx Publishing the Company or to the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, Subsidiaries provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement Restricted Payments and Permitted Investments permitted by this Indenture; or, an amendment
(4) management or replacement agreement thereto so long as any such amendment advisory fees to BRS Group or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended its affiliates in accordance with Section 4.24 the terms of the Management Agreement as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in Date or as the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing same may be modified or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partyamended; provided, however, that such modification or amendment cannot provide for the other party or parties to payment of such joint venture are not Affiliates fees in an amount in excess of Xxxxxx Publishing, any 1.5% of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementConsolidated EBITDA.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit Neither the Company nor any of its Restricted Subsidiaries towill, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates (each, other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffili- ate; provided, however, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make a transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) transactions involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) or more, such determination will be approved made in good faith by a majority of members of the Board of Directors of the Company and by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Company, but in no event fewer than two Independent if any; provided, further, that for a transaction or series of related transactions involving value of $15.0 million or more, the Board of Directors of Xxxxxx Publishing, such approval to be evidenced by the Company has received an opinion from a Board Resolution stating nationally recognized investment banking firm that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may beis fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The foregoing restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to:
to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder, (2) any obligations of the Company under the Financial Monitoring and Oversight Agreements, or any employment agreement, noncompetition or confidentiality agreement with any officer of the Company (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant), (3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and compensation expenses paid to the Initial Purchasers and indemnity provided on behalf their Affiliates, (4) any Restricted Payment permitted to be made pursuant to Section 4.10, (5) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, officersemployment arrangements, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith stock options and stock ownership plans approved by Xxxxxx Publishing’s the Board of Directors of the Company, (6) loans or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous advances to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions employees in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing of the Company or any of its Restricted Subsidiaries consistent with past practices and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(67) the Loan Documents issuance of Capital Stock of the Company (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementother than Disqualified Stock).
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than than: (x1) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 as described below; and (y2) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.12 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company to the extent not provided for pursuant to the Management Agreements between the Company and the Manager and between TMHL and the Manager described in clause (5) below as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted SubsidiariesSubsidiaries in the ordinary course of business, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement ortransactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries has made an Investment in the ordinary course of the Company’s real estate lending business and such Person is an Affiliate solely because of such Investment;
(4) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest;
(5) any agreement as in effect as of the Issue Date, an including the Management Agreements between the Company and the Manager and between TMHL and the Manager or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(46) Restricted Payments (other than Restricted Investments) permitted by this IndentureSection 4.07;
(57) transactions in agreements with and rights of Affiliates under the ordinary course of business and conducted on an armCompany’s length basis, exclusively between Xxxxxx Publishing 2002 Long-Term Incentive Plan or any predecessor or successor incentive compensation or employee benefits plan; and any mortgage loans outstanding or hereinafter entered into by and between the Company and an Affiliate under the Company’s employee residential mortgage loan program;
(8) any transaction or series of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing related transactions contemplated by the Purchase Agreement;
(9) (A) on or after June 30, 2008, any issuance or sale of Capital Stock by the Company or any Subsidiary offered to every Permitted Holder on a pro rata basis based on the aggregate principal amount of its Restricted Subsidiaries is a party; providedNotes held by it over the aggregate principal amount of Notes held by all Permitted Holders and the granting of registration and other customary rights in connection therewith and (B) prior to June 30, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing2008, any issuance or sale of its Restricted Subsidiaries Capital Stock by the Company or any Subsidiary offered to every Permitted HolderHolder on a pro rata basis based on the aggregate principal amount of Notes that would be held by it on or after June 30, 2008, over the aggregate principal amount of Notes held by all Permitted Holders and the granting of registration and other customary rights in connection therewith, which issuances or sales will be held in escrow until July 1, 2008; and
(610) the Loan Documents (as defined in payment of reasonable fees and compensation by the Senior Debt Credit Agreement) as in effect on Company or any Subsidiary to any Permitted Holder for the provision of investment banking, commercial banking, trust, lending or financing, investment, underwriting, placement agent, financial advisory or similar services to the Company or its Subsidiaries performed after the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Thornburg Mortgage Inc)
Limitations on Transactions with Affiliates. Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer will be binding on the Company:
(a) Xxxxxx Publishing will not, and will not permit neither the Company nor any of its Restricted Subsidiaries tomay, (i) directly or indirectly, enter into make any loan, advance, guaranty or permit capital contribution to exist any transaction or series of related transactions (includingfor the benefit of, without limitationor sell, the purchaselease, sale, lease transfer or exchange otherwise dispose of any property of its properties or the rendering of any service) withassets to, or for the benefit of, or purchase or lease any of its Affiliates (eachproperty or assets from, an “Affiliate Transaction”)or enter into or amend any contract, other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in agreement or understanding with, or for the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions benefit of any agreement, whether written Affiliate which transaction involves or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in has a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either 250,000 (each an "Affiliate Transaction"), except for (i) be approved by a majority of the Independent Directors of Xxxxxx PublishingRestricted Payments otherwise permitted hereunder, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, and (ii) in transactions, the event there terms of which are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to at least as favorable as the consummation thereof, obtain a favorable opinion as to terms which could be obtained by the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not Affiliates.
(b) In addition, (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions with an aggregate value in excess of $5,000,000, such transaction must first be approved, by a majority of the Disinterested Directors and (b) with respect to any Affiliate Transaction or related series of Affiliate Transactions with an aggregate value in excess of $25,000,000, the Company must first deliver to the Trustee a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness view of such transaction to the Company or series of related transactions to Xxxxxx Publishing or the relevant Restricted such Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(dc) Except as expressly permitted below and subject at all times to Notwithstanding the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section Affiliate Transactions shall not apply to:
include (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or transactions exclusively between or among such the Company and one or more Restricted Subsidiaries or between or among one or more Restricted Subsidiaries, provided such transactions (ii) any contract, agreement or understanding with, or for the benefit of, or planned for the benefit of, employees of the Company or any Restricted Subsidiaries (in their capacity as such) that has been approved by the Board of Directors, (iii) issuances of Qualified Capital Stock of the Company to members of the Board of Directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the stockholders or the Board of Directors of the Company or the respective Subsidiary, (iv) home sales and readily marketable mortgage loans to employees, officers and directors of the Company and Subsidiaries in the ordinary course of business, (v) payment of regular fees and reimbursement of expenses to directors of the Company who are not otherwise prohibited by this Indenture;
employees of the Company and reimbursement of expenses and payment of wages and other compensation to officers and employees of the Company or any of its Subsidiaries or (3vi) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as contractual arrangements in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in Date and renewals and extensions thereof not involving modifications adverse to the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing Company or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementSubsidiary.
Appears in 1 contract
Samples: Indenture (MDC Holdings Inc)
Limitations on Transactions with Affiliates. (ai) Xxxxxx Publishing Lessee will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xA) Affiliate Transactions specifically permitted under subsections paragraph (1ii) through (6) of clause (d) of this Section 4.11 below and (yB) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing Lessee or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 5,000,000 shall either (i) be approved by a majority the unaffiliated members of the Independent Board of Directors of Xxxxxx PublishingLessee or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent unaffiliated members of the Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million10,000,000, Xxxxxx Publishing Lessee or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing Lessee or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally -45- recognized firm qualified to do the business for which it is engaged and file the same with the Indenture Trustee.
(dii) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bi) of this Section, the restrictions set forth in clause (a) of this Section above shall not apply to:
to (1A) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing Lessee or any Restricted Subsidiary of Xxxxxx Publishing Lessee as determined in good faith by Xxxxxx Publishing’s Lessee's Board of Directors or senior management;
; (2B) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Lessee and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
Agreement; (3C) The any agreement as in effect as of the Issue Date (including, but not limited to, the Weatherford Transition Services Agreement orAgreement) or any amendment xxxxxxx xx any transaction contemplated thereby (including, an but not limited to, pursuant to any amendment or thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Tranche A Noteholders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
; (4D) Restricted Payments permitted by this Indenture;
Section 9.2(b); (5E) transactions the Tax Sharing Agreement; (F) employment agreements with officers and employees of Lessee and its Restricted Subsidiaries, in the ordinary course of business business; (G) loans and conducted advances to employees not to exceed $5,000,000 outstanding at any one time, in the ordinary course of business; (H) arrangements with directors of Lessee existing on an arm’s length basisthe Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition of Gas Services International Ltd. and related entities including International Pumps & Compressions Pty. Ltd. for consideration of approximately $21 million, exclusively between Xxxxxx Publishing if consummated within six (6) months of the Issue Date, and documents related thereto; and (J) the provision of compression or related services to Weatherford or any other Affiliate in the ordinary course of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a partyxxxxxxxx xn market terms; provided, however, that if aggregate payments or property involved in any such transaction or series of related transactions exceeds $5,000,000, such transaction or transactions shall be approved by the other party or parties to such joint venture are not Affiliates unaffiliated members of Xxxxxx Publishing, any the Board of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementDirectors of Lessee.
Appears in 1 contract
Samples: Participation Agreement (Universal Compression Holdings Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into into, amend or permit or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property property, the guaranteeing of any Indebtedness or the rendering of any service) with, or for the benefit of, any of its their respective Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business that are on terms that are fair and reasonable to the Company or the applicable Restricted Subsidiary and are no less favorable to the Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx PublishingCompany, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 15.0 million, Xxxxxx Publishing the Company shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions . The requirements set forth in clause (b) of this Section, the restrictions set forth in clause (a) first and second paragraphs of this Section 4.11 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s the Board of Directors or senior managementmanagement of the Company or such Restricted Subsidiary, as the case may be;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries; provided, provided however, that such transactions are not otherwise prohibited by this Indenture;hereunder; and
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementhereunder.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of its properties or assets to, or purchase any Obligor to property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate thereof that is not of the Company or any Restricted Subsidiary (each, an Obligor other than “Affiliate Transaction”), unless:
(ia) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably could have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing by the Company or such Restricted Subsidiary consistent on an arm’s length basis with past practices which are settled monthly.an unrelated Person; and
(cb) All the Company obtains and delivers to the Trustee:
(1) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 5,000,000, a resolution of its Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of Xxxxxx Publishingits Board of Directors; and
(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to Xxxxxx Publishing from a financial point of view issued by an accounting, appraisal or investment banking firm selected by the Company or such Restricted Subsidiary, as applicable, of recognized national standing with experience in appraising the case may be, from a financial point terms and conditions of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary type of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions for which such opinion is required. The following items will not be deemed to Xxxxxx Publishing or the relevant Restricted Subsidiarybe Affiliate Transactions and, as the case may betherefore, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and will not be subject at all times to the restrictions set forth in clause (b) provisions of this Section, the restrictions set forth in clause (a) of this Section shall not apply toprior paragraph:
(1) reasonable fees any employment agreement, collective bargaining agreement, employee benefit plan (including the Management Incentive Plan and any vacation plan, health and life insurance plan, deferred compensation paid plan, retirement or savings plan or stock option, stock ownership or similar plan), officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, and the payment or issuance of securities pursuant to any such agreement, plan or arrangement;
(2) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of, and expense reimbursement and indemnity provided on behalf of, officers, directors (including the payment of, or an agreement providing for the payment of, reasonable directors’ fees), consultants and employees of the Company or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenturein each case in the ordinary course of business;
(3) The Services Agreement orto the extent permitted by applicable law, an amendment loans or advances to employees in the ordinary course of business for bona fide business purposes and not to exceed $250,000 in the aggregate at any time outstanding;
(4) transactions between or among the Company and/or its Restricted Subsidiaries;
(5) transactions pursuant to agreements or arrangements in effect on the Issue Date, or any amendment, modification or supplement thereto or replacement agreement thereto thereof, so long as any such amendment agreement or replacement thereto arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not more disadvantageous materially less favorable, taken as a whole, to the Holders in any material respect of the Notes than the Services Agreement, as amended original agreement or arrangement in accordance with Section 4.24 as in effect existence on the Issue Date;
(46) Restricted Payments permitted by this Indenture;
any issuance of Equity Interests (5other than Disqualified Stock) transactions in of the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture Company to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holderthe Company; and
(67) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor AgreementRestricted Payments that do not violate Section 4.10.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (dc) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 5.0 million shall either (i) be approved by a majority of members of the Independent Board of Directors of Xxxxxx Publishingthe Company or such Restricted Subsidiary (including a majority of the disinterested members thereof), but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to as part of a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor.
(dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause clauses (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) reasonable fees and customary directors’ fees, indemnification and similar arrangements, employees’ salaries, bonuses or employment agreements, compensation paid to or employee benefit arrangements and indemnity provided on behalf ofincentive arrangements with any officer, officers, directors, employees director or consultants employee of Xxxxxx Publishing the Company or any Restricted Subsidiary entered into in the ordinary course of Xxxxxx Publishing business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior managementDirectors;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment, an amendment supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement thereto restructuring is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments permitted payments to permit payments for NACG Preferred or Holdings’ employees and officers and directors similar to those provided in clause (1) above and payments by this Indenturethe Company in an amount not to exceed, in the aggregate, in any calendar year, $1.0 million to the Equity Investors pursuant to the Advisory Services Agreement for advisory services and transactions fees;
(5) transactions loans or advances to directors, officers or employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year;
(6) Restricted Payments, Permitted Investments described in clause (6), (11), (12), (13) or (16) of the definition thereof and conducted on intercompany Indebtedness described in clause (6) or (7) of the definition of the term “Permitted Indebtedness”;
(7) any transaction with an arm’s length basis, exclusively between Xxxxxx Publishing Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Qualified Capital Stock of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing the Company or Holdings;
(8) sales of Capital Stock (other than Disqualified Capital Stock) of the Company or any such Capital Stock of its Restricted Subsidiaries is a party; providedHoldings that has been contributed to the Company, howeverin each case, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holderthe Company; and
(69) if NACG Preferred files a consolidated or combined return on behalf of itself and the Loan Documents (as defined Company and/or any Restricted Subsidiary of the Company following an enabling change in the Senior Debt Credit AgreementIncome Tax Act (Canada), payments to or other transactions with NACG Preferred pursuant to any tax sharing agreement approved by the Board of Directors of the Company or the relevant Restricted Subsidiary between the Company (or any Restricted Subsidiary) as in effect on and any other Person with which the Issue DateCompany (or Restricted Subsidiary) files a consolidated tax return or with which the Company (or Restricted Subsidiary) is part of a consolidated group for tax purposes, as such documents may be amended, restated, supplemented, or otherwise modified but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in accordance with such consolidated or combined return, but instead had filed returns including only the Intercreditor AgreementCompany.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 the second succeeding paragraph below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, Publishing and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted SubsidiariesSubsidiaries that are Guarantors, provided such transactions are not otherwise prohibited by this Indenture;
(3) The the Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) transactions pursuant to clauses (11) and (12) under the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementdefinition of “Permitted Investments.”
Appears in 1 contract
Samples: Indenture (Oak Ridger LLC)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing will The Issuers shall not, and will shall not permit any of its their Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property (iexcept Development Property) directly or indirectlyassets from, or enter into or permit to exist any transaction make or series amend (for the purpose of related transactions (including, without limitation, increasing the purchase, sale, lease obligations of either Issuer or exchange their Restricted Subsidiaries thereunder or decreasing the obligations of any property Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or the rendering of such Restricted Subsidiary thereunder) any service) contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on with an arm’s-length basis from a unrelated Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in such Issuer delivers to the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Trustee (a) with respect to any Affiliate of Xxxxxx Publishing Transaction or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either million, a resolution of the Management Committee set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) be approved by a majority of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating above and that such Independent Directors have determined that such transaction complies Affiliate Transaction has been approved unanimously by the Management Committee and (b) with the foregoing provisions orrespect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing appraisal or any Restricted Subsidiary investment banking firm of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) national standing; provided that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and any compensation paid to and to, indemnity provided on behalf of, officersor employment agreement entered into with, directors, employees any officer or consultants director of Xxxxxx Publishing the Issuers or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its their Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
(4) Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business business, (2) transactions between or among the Issuers and conducted on an arm’s length basistheir Restricted Subsidiaries, exclusively between Xxxxxx Publishing or any (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the provisions of its Restricted Subsidiaries Section 4.05 and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(64) the Loan Documents (as defined Company’s execution, delivery and performance of the Shreveport Management Agreement and the Shreveport License Agreement, in the Senior Debt Credit Agreement) as in effect on the Issue Dateeach case, as such documents shall not be deemed Affiliate Transactions.
6. This Supplemental Indenture may be amendedexecuted in any number of counterparts and by the parties hereto in separate counterparts, restated, supplemented, or otherwise modified from time each of which when so executed shall be deemed to time in accordance with be an original and all of which taken together shall constitute one and the Intercreditor Agreementsame Supplemental Indenture.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1) through (6) of clause (db) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of Xxxxxx Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 7.5 million, Xxxxxx Publishing the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to:
(1) loans, advances and payments of reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement, taken as a whole, is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;
(4) any transaction on arm’s length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction;
(5) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(6) the issuance and sale of Qualified Capital Stock; and
(7) Permitted Investments and Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business that are on terms that are no less favorable than those that might reasonably which would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) transaction. All Affiliate Transactions (and each or series of related Affiliate Transactions which are similar or part of a common plan) thereof involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of Xxxxxx Publishing, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing Company or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) thereof that involves an aggregate fair market value of more than $5.0 7.5 million, Xxxxxx Publishing shall, prior the Company or such Restricted Subsidiary must deliver to the consummation thereof, obtain Trustee a favorable fairness opinion as to regarding the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause paragraph (a) of this Section 4.11 shall not apply to:
(1) reasonable fees loans and compensation paid payments to and indemnity or provided on behalf of, officers, directors, employees or consultants of Xxxxxx Publishing the Company or any Restricted Subsidiary of Xxxxxx Publishing the Company as determined in good faith by Xxxxxx Publishingthe Company’s Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this the Indenture;
(3) The Services Agreement or, an amendment or replacement any agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to in effect as of the Holders in any material respect than the Services AgreementIssue Date, as amended in accordance with Section 4.24 as in effect on the Issue Dateor replaced, or any transaction contemplated by such agreement;
(4) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction;
(5) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(6) the issuance and sale of Qualified Capital Stock;
(7) any transaction between the Holders and the Company or any of its Restricted Subsidiaries relating to the Notes or this Indenture; and
(8) Permitted Investments and Restricted Payments permitted by this Indenture;
(5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (MxEnergy Holdings Inc)
Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Issuers will not, and will not permit any of its their Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its their Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Xxxxxx Publishing the Issuers or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, Xxxxxx Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
(c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 2.5 million shall either (i) be approved by a majority of the Independent disinterested members of the Board of Directors of Xxxxxx Publishingthe Issuers or a majority of the disinterested members, but in no event fewer than two Independent if any, of the Board of Directors of Xxxxxx Publishingsuch Restricted Subsidiary (or, the entire Board of Directors, in the event there are no disinterested members of the Board of Directors of such Restricted Subsidiary), as the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) set in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteethis paragraph. If Xxxxxx Publishing the Issuers or any Restricted Subsidiary of Xxxxxx Publishing the Issuers enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, Xxxxxx Publishing the Issuers or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing the Issuers or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.17 shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of Xxxxxx Publishing the Issuers or any Restricted Subsidiary of Xxxxxx Publishing the Issuers as determined in good faith by Xxxxxx Publishing’s the Company's Board of Directors or senior management;
(2) Affiliate Transactions transactions exclusively between or among Xxxxxx Publishing, the Issuers and any of its their Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;
(3) The Services Agreement or, an the Refinancing Transactions or any agreement as in effect on the Issue Date (including any transaction expressly provided for therein) and any amendment thereto or any replacement agreement thereto so long as (i) any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Holders, in any material respect respect, than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date, provided that this clause (i) shall not apply to any amendment or replacement agreement in respect of the TCBY Supply Agreement, and (ii) any such amendment or replacement agreement shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such amendment or replacement agreement comply with the provisions set forth in clause (a) of this Section 4.17 (provided that no fairness opinion need be delivered under such clause in the case where such amendment or replacement agreement is in respect of the TCBY Supply Agreement) and Section 4.10 and the terms of this clause (3);
(4) Restricted Payments permitted by this IndentureIndenture and Affiliate Transactions that constitute Permitted Investments;
(5) transactions any employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment related agreements, arrangements or plans entered into by the Issuers or any of their Restricted Subsidiaries in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing or any of its Restricted Subsidiaries and a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, any of its Restricted Subsidiaries or any Permitted Holder; andbusiness;
(6) payments pursuant to or other transactions expressly provided for under the Loan Documents (as defined Contribution Agreement, the Management Agreement, the Contribution Agreement, the Tax Allocation Agreement, the MFOC Franchise Agreements, the TCBY Supply Agreement, the Sublease or the Collection Agency Agreement, in the Senior Debt Credit Agreement) each case as in effect on the Issue Date, or any amendment thereto or any replacement agreement thereto so long as (i) any such documents amendment or replacement agreement is not more disadvantageous to the Holders, in any material respect, than the original agreement as in effect on the Issue Date, and (ii) any such amendment or replacement agreement shall be approved by a majority of the disinterested members of the Board of Directors of the Issuers or such Restricted Subsidiary, as the case may be, such approval to be amended, restated, supplemented, evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such amendment or otherwise modified from time to time in accordance replacement agreement comply with the Intercreditor Agreementprovisions set forth in clause (a) of this Section 4.17 and Section 4.10 and the terms of this clause (6);
(7) issuance of Qualified Capital Stock of the Company and the granting of registration rights with respect to such Qualified Capital Stock; provided such registration rights are permitted under the Registration Rights Agreements;
(8) any transaction on arm's-length terms with a non-Affiliate that becomes an Affiliate as a result of such transaction; and
(9) arrangements with directors or officers of the Company or any Restricted Subsidiary existing on the Issue Date as disclosed in the Offering Circular and in effect on the Issue Date or as modified thereafter; provided that any such modification shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such modification comply with the provisions set forth in the first paragraph of this Section 4.17.
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Limitations on Transactions with Affiliates. (a) Xxxxxx Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions involving aggregate payments or consideration in excess of $5.0 million (including, without limitation, the purchase, sale, lease lease, contribution or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its or any of its Restricted Subsidiary's Affiliates (each, other than transactions between the Company and a Restricted Subsidiary of the Company or among Restricted Subsidiaries of the Company) (an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate Affiliate; provided, however, that for a transaction or series of Xxxxxx Publishing related transactions involving value of $10.0 million or more, such Restricted Subsidiary or determination will be made in good faith by a majority of members of the Board of Directors and by a majority of the disinterested members of the Board of Directors, if any. The foregoing restrictions will not apply to (ii1) materially amendreasonable and customary directors' fees, modify or waive indemnification and similar arrangements and payments thereunder; (2) any provisions obligations of the Company under any employment agreement, whether written noncompetition or oralconfidentiality agreement with any officer of the Company, respecting an Affiliate Transaction as in effect on the date hereof; provided, Issue Date (provided that each amendment of any of the Services Agreement may foregoing agreements shall be amended as provided for in Section 4.24.
(b) So long as any Notes are outstanding, and notwithstanding anything subject to the contrary hereinlimitations of this covenant); (3) any Restricted Payment permitted to be made pursuant to Section 4.04 of this Indenture; (4) any issuance of securities, Xxxxxx Publishing will notor other payments, and will not permit any of its Restricted Subsidiaries awards or grants in cash, securities or otherwise pursuant to, make or permit the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors; (5) loans or advances to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between Xxxxxx Publishing and Xxxxxx Communications incurred employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries consistent with past practices; (6) payments made in connection with the Transactions, including, without limitation, fees payable to and expenses of Hickx Xxxe and KKR; (7) payments by the Company or any of its Restricted Subsidiaries to KKR or Hickx Xxxe or their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (8) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person person that is not an Affiliate of Xxxxxx Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly.
Affiliate; (c9) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of the Independent Directors of Xxxxxx Publishingexistence of, but in no event fewer than two Independent Directors of Xxxxxx Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to Xxxxxx Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Xxxxxx Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Xxxxxx Publishing or the relevant Restricted Subsidiary, as performance by the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.
(d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees Company or consultants of Xxxxxx Publishing or any Restricted Subsidiary of Xxxxxx Publishing as determined in good faith by Xxxxxx Publishing’s Board of Directors or senior management;
(2) Affiliate Transactions between or among Xxxxxx Publishing, any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that are Guarantors the existence of, or exclusively between the performance by the Company or among any of its Restricted Subsidiaries of obligations under any future amendment to any such Restricted Subsidiaries, provided such transactions are not otherwise prohibited existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this Indenture;
clause (39) The Services Agreement or, an amendment or replacement agreement thereto so long to the extent that the terms (taken as a whole) of any such amendment or replacement thereto is new agreement are not more otherwise disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date;
respect; (4) Restricted Payments permitted by this Indenture;
(510) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted on an arm’s length basis, exclusively between Xxxxxx Publishing otherwise in compliance with the terms of this Indenture which are fair to the Company or any of its Restricted Subsidiaries and Subsidiaries, in the reasonable determination of the Board of Directors or the management thereof, or are on terms (taken as a joint venture to which Xxxxxx Publishing or any of its Restricted Subsidiaries is a whole) at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; provided, however, that the other party or parties to such joint venture are not Affiliates of Xxxxxx Publishing, (11) any of its Restricted Subsidiaries or any Permitted Holder; and
(6) the Loan Documents (as defined in the Senior Debt Credit Agreement) agreement as in effect on as of the Issue DateDate or any amendment thereto (so long as any such amendment, taken as such documents may be amendeda whole, restated, supplemented, is not disadvantageous to the Holders in any material respect) or otherwise modified from time to time in accordance with any transaction contemplated thereby and (12) any purchases of Capital Stock (other than Disqualified Capital Stock) of the Intercreditor AgreementCompany by Affiliates thereof.
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Samples: Indenture (Regal Cinemas Inc)
