Permitted Payment. (a) Amend Clause 19.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”.
(b) Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 19.14(c)(xii) (Restricted Payments).
(c) Amend the definition of Permitted Payment to delete “and” at the end of Clause 19.14(c)(xxxvi)(B) and instead insert it at the end of Clause 19.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 19.14(c)(xxxvi) (Restricted Payments) as follows:
Permitted Payment amend the definition of Permitted Payment to include the following additional limbs in addition to the existing “Permitted Payments”:
(a) Receivables Fees;
(b) any purchase of receivables pursuant to any obligation of a seller of receivables in an asset securitisation programme or receivables factoring transaction to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller in connection with an asset securitisation programme or receivables factoring transaction;
(c) any payment for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with loans, capital market transactions, hedging and other derivative transactions, acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company or a Permitted Affiliate Parent;
(d) any payment made in connection with any start-up financing or seed funding provided that any such payments shall not exceed an aggregate value equal to the greater of (i) €10,000,000 and (ii) 1.00% of Total Assets.
Permitted Payment amend clause 4.4(a) of the Intercreditor Agreement to include, for the avoidance of doubt, a new limb for any Hedging Liabilities resulting from a termination or close-out of a hedging transaction that is permitted under Clause 4.4(b) (provided that in relation to any credit related close out, no Default (or a default under any other senior secured debt) has occurred and is continuing).
Permitted Payment. Amend the definition of Permitted Payment to include in addition to the existing “Permitted Payments”: “payments in relation to any tax losses received by any member of the Group from any member of the Wider Group that is not a member of the Group provided that such payments shall only be made in relation to such tax losses in an amount equal to, in any financial year, the greater of €[200] million and 2% of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year)”.
Permitted Payment. The definition of "Permitted Payment" set forth in Section 1 of the Agreement is hereby amended in its entirety as follows:
Permitted Payment. Notwithstanding any other provision of this Agreement, if the aggregate present value of the "parachute payments" to the Employee, determined under Section 280G(b) of the Code, would be at least three (3) times the "base amount" determined under Code Section 280G, then the "280G Permitted Payment" shall be the maximum amount that may be paid as a Change of Control Payment under this Section such that the aggregate present value of such "parachute payments" to the Employee is less than three (3) times his "base amount." In addition, in the event the aggregate present value of the parachute payments to the Employee would be at least three (3) times his base amount even after a reduction of the Change of Control Payment to $0 (all as determined for purposes of Code Section 280G), compensation otherwise payable under this Agreement and any other amount payable hereunder or any other severance plan, program, policy or obligation of the Company or any other affiliate thereof shall be reduced so that the aggregate present value of such parachute payments to the Employee, as determined under Code Section 280G(b) is less than three (3) times his base amount. Any decisions regarding the requirement or implementation of such reductions shall be made by such tax counsel as may be selected by the Company and acceptable to the Employee.
Permitted Payment. Notwithstanding the provisions of Section 4 hereof, so long as on the day of the receipt of any payment to be made pursuant to this Subordinated Note, no event of default under a credit agreement between Payor and a Senior Lender shall have occurred and be continuing, then Payor shall pay to Payee, and Payee shall accept from Payor, the regularly scheduled payment of principal and interest provided for pursuant to Section 1 of this Subordinated Note (without giving effect to any amendments or modifications hereof or to any event which would have the effect of increasing or accelerating the amount of any such payment) and any payment(s) constituting voluntary prepayment(s) of this Subordinated Note. If the condition set forth in this Section 11 is not met, then until such failure(s) shall have been cured to the appropriate Senior Lender's satisfaction or shall have ceased to exist or shall have been waived in writing by the appropriate Senior Lender, no such payments under this Subordinated Note shall be paid to, or accepted by, Payee.
Permitted Payment. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall preclude Subordinated Creditor from receiving from the Borrowers [the Common Stock (as defined in that certain Convertible Promissory Note dated (the “Note”) issuable to Subordinated Creditor upon the conversion of the indebtedness evidenced thereunder into such Common Stock pursuant to the terms of Section of the Note], in each case, provided that no Event of Default under the Senior Loan Documents then exists or would result therefrom.
Permitted Payment. (a) ordinary course emoluments (but not bonuses) payable to the Sellers which are due in respect of the period between the Locked Box Date and the Completion Date under their respective service agreements to the extent Disclosed; and (b) amounts set out in the Permitted Payment Schedule.
Permitted Payment. Cap Agreements
