Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:
(a) for the items referred to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers, directors and employees for actual services rendered to the Credit Parties (including severance) and their Subsidiaries, including the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of officers and employees, in each case, in the Ordinary Course of Business;
(b) payment of directors’ fees and reimbursement of actual out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 in any Fiscal Year of the Borrower;
(c) payment of a management advisory fee to Sponsor Management Affiliate and the Additional Management Advisors pursuant to Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed the amounts and on the terms set forth in the Management Agreement; provided, however, that the fees described in this clause (c) shall not be paid (but shall continue to accrue) during any period while a Specified Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of Default and that such payments are prohibited); provided, further, any fees not paid due to the existence of a Specified Event of Default shall be deferred and may be paid when no Specified Event of Default exists (whether upon the waiver or cure thereof in accordance with the terms of this Agreement);
(d) reimbursement of reasonable out-of-pocket costs and expenses and indemnities required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such reimbursement, (ii) Aggregate Availabil...
Management Fees and Compensation. Directly or indirectly pay any management, consulting or other similar fees to any person, except (a) legal or consulting fees paid to persons or entities that are not Affiliates of the Borrower or its subsidiaries for services actually rendered and in amounts typically paid by entities engaged in the Borrower’s or such subsidiary’s business or (b) management fees pursuant to any written agreement between Borrower and an Affiliate that have been disclosed to Lender pursuant to Schedule 5.02(l) of this Agreement and to which Lender has consented; or
Management Fees and Compensation. Except as set forth in the DIP Budget, pay any management, consulting or other similar fees to any Person.
Management Fees and Compensation. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Loan Party or to any officer, director or employee of any Loan Party or any Affiliate of any Loan Party or pay or reimburse Sponsor or any of its Affiliates (other than a Loan Party) for any costs, expenses and similar items except:
(a) Payment of any management, consulting or similar fees to any Loan Party;
(b) payment of reasonable compensation to officers and employees for actual services rendered to the Loan Parties and their Subsidiaries in the Ordinary Course of Business;
(c) payment of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $1,500,000 in any Fiscal Year of the Parent Borrower; and
(d) reimbursement of reasonable out-of-pocket costs and expenses to Sponsor.
Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except payment of reasonable compensation to officers and employees for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course of Business.
Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:
(a) payment of reasonable compensation to officers and employees for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course of Business (including reimbursement of any expenses and indemnities incurred in connection therewith);
(b) (i) (x) payment to directors and their affiliates for consulting, advisory and promotional services, (y) payment of reasonable and customary directors’ fees and expenses and (z) payment of fees and expenses in connection with consulting and related services by an operating partner of the Sponsor (or an Affiliate thereof), so long as such services and fees and expenses paid by any Credit Party in respect thereof, are substantially comparable to, or no less favorable to the Credit Parties than, the services, and the fees and expenses in respect of such services, that the Credit Parties could be expected to receive from, and pay to, a third party providing substantially similar services do not exceed in the aggregate, with respect to all such items in this clause (i), $2,000,000 in any Fiscal Year of the Borrower and (ii) reimbursement of reasonable out-of-pocket expenses of directors and their affiliates in connection with such consulting, advisory and promotional services (including, without limitation, travel related expenses);
(c) (i) payment of a management fee to Kohlberg & Co., L.L.C. pursuant to the Management Agreement and not to exceed $500,000 per annum payable in equal quarterly installments; provided, however, that the fees described in this clause (i) shall not be paid during any period while an Event of Default has occurred and is continuing under (A) Sections 7.1(a), (f) or (g) or would arise as a result of such payment or (B) any other provision of Section 7.1 unless, in the case of clause (B), the Fixed Charge Coverage Ratio would not be less than 1.00 to 1.00 on a pro forma basis after giving effect thereto; and (ii) payment of one-time transaction fees payable in accordance with the terms of the Management Agreement (as in effect on the Restatement Effective Date); provided, however, that the fees described in this clause (ii) shall not exceed two and one-half percent (2.5%) of the enterprise value of the a...
Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:
(a) payment of reasonable compensation to officers and employees for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course of Business and consistent with past practices;
(b) payment of reasonable directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with duties performed and other reasonable actions taken in such director’s capacity as a member of any such board of directors or any committee thereof;
(c) payment of a management fee to WLR pursuant to the Management Agreement from and after the effective date thereof not to exceed $4,000,000 per annum payable in equal quarterly installments unless deferred voluntarily or as a result of a Default or an Event of Default; provided, however, that the fees described in this clause (c) shall not be paid during any period while a Default or Event of Default has occurred and is continuing or would arise as a result of such payment; provided, further any fees not paid due to the existence of a Default or Event of Default shall be deferred and may be paid when no Default or Event of Default exists; and
(d) reimbursement of reasonable out-of-pocket costs and expenses required to be paid pursuant to the Management Agreement.
Management Fees and Compensation. 39 5.8 Use of Proceeds........................................................ 39 5.9
Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, pay any management, consulting or similar fees (which, for the avoidance of doubt, shall not include salaries or periodic wages or employee benefits but shall in any event include fees and other compensation pursuant to any Management Agreement) to any Affiliate of any Credit Party except:
(a) payment of compensation and benefits (including customary indemnities) to officers, directors, managers, employees and consultants and other service providers of the Credit Parties for actual services rendered to the Credit Parties and their Subsidiaries in the ordinary course of business;
(b) payment of directors’ and managers’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director and manager meetings and related actual out-of-pocket costs and expenses and other actual out-of-pocket travel expenses, not exceeding in the aggregate, with respect to fees paid to directors that are not outside directors, the greater of (x) $1,750,000 and (y) 2.5% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in any Fiscal Year of the Borrowers; and
(c) payment of amounts permitted under Section 5.6.
Management Fees and Compensation. The Company shall not, nor shall it permit any of its Subsidiaries, directly or indirectly, to pay any management, consulting or similar fees to any Affiliate or to any director, officer or employee of the Company or any of its Subsidiaries except reasonable director's fees and expenses and except as set forth on SCHEDULE 9.13. Notwithstanding the foregoing, no payments may be made with respect to any items set forth on SCHEDULE 9.13 upon the incurrence and during the continuation of an Event of Default.
