Examples of ESA Party in a sentence
Notwithstanding the foregoing: (a) the Change of Control of an ESA Party or its stockholders shall not be deemed to be a Transfer hereunder, and (b) a bona fide pledge of Membership Interests or Common Stock by the Corporation or any Founding Member or their Affiliates shall not be deemed to be a Transfer hereunder.
Notwithstanding the exercise of a Redeeming Member’s Redemption Right, the Exhibitor Services Agreement executed between such Redeeming Member’s ESA Party (if such Redeeming Member is a Founding Member) and the Company shall remain in full force and effect in accordance with the terms of such Exhibitor Services Agreement.
Each Founding Member and each ESA Party may not assign this Agreement to any Person without the prior written consent of NCM Inc., NCM LLC, and the Audit Committee.
Each ESA Party will treat any surrender of Common Units to NCM LLC or any payment of cash to NCM LLC in connection with a Negative Theatre Access Adjustment as a subsequent adjustment to its Initial ESA Modification Payment that results in an immediate deduction.
The amount of the foregoing adjustments by each ESA Party and the adjustments (and possibly income) by NCM LLC will equal either the fair market value of the Common Units surrendered (as determined by multiplying the number of such Common Units surrendered by the NCM Inc.
For the avoidance of doubt, a Founding Member or an ESA Party shall not be entitled to cause an early termination of this Agreement.
The Early Termination Payment Schedule shall become final and binding on the relevant Parties unless a Founding Member or ESA Party, within 30 calendar days after receiving such Early Termination Schedule, provides NCM Inc.
Each ESA Party will treat any issuance of Common Units in connection with a Positive Theatre Access Adjustment as being immediately taxable in full and NCM LLC will treat any such issuance as giving rise to an intangible asset within NCM LLC that (i) will equal the fair market value of the Common Units issued (as determined by multiplying the number of such Common Units issued by the NCM Inc.
At least 10 Business Days prior to the Disposition Date, the ESA Party shall give the Company written notice of the estimated Attendance Decrease resulting from the ESA Party’s Disposition (the “Attendance Decrease Notice”).
At NCM LLC’s discretion, the amount of all or any portion of a payment payable by an ESA Party under the terms of this Agreement may be offset against such ESA Party’s Theatre Access Fee payments (and any Supplemental Theatre Access Fee payments) that would otherwise be made under the terms of such ESA Party’s Exhibitor Services Agreement.