Examples of ESA Parties in a sentence
Tax Benefit Schedule was delivered to the Founding Members and the ESA Parties, the Founding Members or the ESA Parties, or both, and NCM Inc.
In the event that an Advisory Firm is replaced with another firm acceptable to the Audit Committee, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or unless NCM Inc., the Audit Committee, the Founding Members, and the ESA Parties agree to the use of other procedures and methodologies.
If the ESA Parties and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Initial ESA Modification Payment Basis Schedule was delivered to the ESA Parties, the ESA Parties and NCM LLC shall employ the Reconciliation Procedures.
The Amended Initial ESA Modification Payment Basis Schedule shall become final and binding on the Parties unless the ESA Parties, within 30 calendar days after receiving such Amended Initial ESA Modification Payment Basis Schedule, provide NCM LLC with a written notice of a material objection to such Amended Initial ESA Modification Payment Basis Schedule made in good faith and specifying the reasons for such material objection.
The liabilities and obligations of the Founding Members and the ESA Parties under this Agreement shall be several and not joint.
Tax Benefit Schedule and (y) allow the Founding Members and the ESA Parties reasonable access to the appropriate representatives at NCM Inc., NCM LLC, and the Advisory Firm in connection with their review of such schedule.
If the ESA Parties and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Amended Positive Theatre Access Adjustment Basis Schedule was delivered to the ESA Parties, the ESA Parties and NCM LLC shall employ the Reconciliation Procedures.
If the Founding Members or the ESA Parties, or both, and NCM Inc., negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Amended NCM Inc.
Notwithstanding any other provision of this Agreement to the contrary, any ESA-Related Payment or all or any portion of any Early Termination Payment to be made by NCM LLC to the ESA Parties under this Agreement (an “NCM LLC Payment”) shall rank (i) subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any current or future secured obligations of NCM LLC and (ii) pari passu with any current or future unsecured obligations of NCM LLC.
The ESA Parties and NCM LLC recognize and agree that the amount of any Negative Theatre Access Adjustment is intended to account for NCM Inc.’s inability to continue to utilize certain theatre assets over the then remaining term of the Exhibitor Services Agreements (and the Negative Theatre Access Adjustment is not intended to account in any way for the past utilization of any theatre assets), such that no portion of the Negative Theatre Access Adjustment will be treated as Imputed Interest.