Permitted Affiliate Transactions means the following:
Permitted Affiliate Transactions means any transaction entered into between any member of the Group and the Parent or any other member of the Kronos Group either (i) in the ordinary course of trading or business and in accordance with past practice or (ii) which is necessary to accommodate legal or regulatory requirements of such member of the Group.
Permitted Affiliate Transactions has the meaning specified in Section 7.1(jj).
Examples of Permitted Affiliate Transactions in a sentence
The foregoing restrictions will not apply to Permitted Affiliate Transactions.
None of Borrower, any Loan Party, nor any subsidiary of any Loan Party shall directly or indirectly enter into or permit to exist any transaction with any affiliate (other than a wholly-owned subsidiary) of Borrower other than Permitted Affiliate Transactions.
Except as specifically set forth on Schedule 4.15 and for Permitted Affiliate Transactions, neither the Company nor any Subsidiary is party to any agreement, arrangement or transaction with any Affiliate.
Except for Permitted Affiliate Transactions and except as described in the Company Reports, neither the Company nor any of the other members of the Company Group is party to any agreement, arrangement or transaction with any Affiliate which is material to the Company’s and the Company Group’s business, taken as a whole.
No Borrower shall make any payment, nor give any value to any Affiliate except for Permitted Affiliate Transactions.
More Definitions of Permitted Affiliate Transactions
Permitted Affiliate Transactions means (i) transactions consummated in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to Borrower or its subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, (ii) transactions among Loan Parties, (iii) Permitted Restricted Payments and Permitted Investments, (iv) sales of common equity interests of the Borrower and the granting of registration and other customary rights in connection therewith, (v) reasonable and customary director and officer compensation (including bonuses and stock option programs), benefits and indemnification arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Loan Party or such subsidiary, and (vi) transactions between the Borrower or any of its subsidiaries and any Affiliate of Borrower or any of its subsidiaries in existence on the date hereof.
Permitted Affiliate Transactions means (i) transactions consummated in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to Borrower or its subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, (ii) transactions among Loan Parties, (iii) Permitted Restricted Payments and Permitted Investments, (iv) sales of common equity interests of the Borrower and the granting of registration and other customary rights in connection therewith, and (v) reasonable and customary director and officer compensation (including bonuses and stock option programs), benefits and indemnification arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Loan Party or such subsidiary.
Permitted Affiliate Transactions means any of the following: (a) transactions with or among any Credit Party and any wholly-owned Subsidiary of any Credit Party that is a Guarantor; (b) reasonable and customary directors’ fees, reasonable and customary directors’ indemnifications and similar arrangements for directors and officers of the Credit Parties or any of its Subsidiaries entered into in the ordinary course of business, together with any payments made under any such indemnification arrangements; (c) customary and reasonable loans and advances to officers, directors and employees of the Credit Parties or any of their Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (d) the incurrence of intercompany Indebtedness permitted pursuant to Section 7.1(g) hereof; (e) Permitted Management Fees; and (f) other transactions, contracts or agreements existing on the date of this Agreement and which are set forth on Schedule 7.6 attached hereto, together with any renewals and extensions of such existing transactions, contracts or agreements, so long as such renewals and extensions are upon terms and conditions substantially identical to the terms and conditions set forth in such existing transactions, contracts and agreements (or otherwise no less favorable to the applicable Credit Party and its Subsidiaries, as applicable). Permitted Discretion shall mean a determination made, in good faith and in the exercise of reasonable (from the perspective of a secured asset based lender) business judgment, and in the event of any material change in the determination of any Reserves, the Borrowing Base or eligibility of any components of the Borrowing Base made by the Agent exercising its Permitted Discretion, the Administrative Agent shall use reasonable efforts to give Borrower written notice thereof promptly thereafter.
Permitted Affiliate Transactions means: (i) the services to be provided and fees payable under the Management Agreement pursuant to Section 8.1.20 of this Agreement, (ii) any sale, transfer or lease of assets by an Loan Party or a Subsidiary of a Loan Party to (A) another Loan Party to the extent such transaction is otherwise permitted by and effected in compliance with Section 8.2.7(ii), or (B) another Loan Party (other than TWCC) to the extent such transaction is otherwise permitted by and effected in compliance with Section 8.2.7(iii), (iii) upon the occurrence and during the continuance of a force majeure event (which arises through no fault of the Loan Parties) under any Coal Supply Contract and which prevents the Loan Parties from supplying the buyers with the requested amount of coal thereunder, sales of coal from any member of the Parent Group to any of the Loan Parties to satisfy the requests of the buyers under such Coal Supply Contract so long as the terms and conditions of the transaction are commercially reasonable in all respects (including at a price which enables the Loan Party to earn a reasonable profit from the transaction and otherwise on terms and conditions no less favorable to the Loan Party than those offered by independent third parties) and so long as such supply by the member of the Parent Group is more favorable to the Borrower than supply of such coal by any other Loan Party able to supply it, (iv) in the event that any buyer of coal under a Coal Supply Contract increases its demands for coal under such agreement beyond the ability of the Loan Party to the Coal Supply Contract to satisfy such requirements, a member of the Parent Group shall be permitted to bid on and supply coal to such buyer, provided that such action in no way reduces the amount of coal that is to be supplied by the Loan Party under the Coal Supply Contract at such time or in the future, (v) in the event that the Loan Parties have excess coal production (beyond the needs of the buyers under the Coal Supply Contracts) available for sale to non-Affiliate third parties, a member of the Parent Group shall be permitted to act as a broker for the Loan Parties in such sales and shall be entitled to a brokerage fee which is typical in the marketplace for providing such services (such brokerage fees at the time of Closing Date would be in the range of $0.25 to $0.50 per ton of coal sold), (vi) to the extent that any Coal Supply Contract permits the buyer of coal thereunder to require that coal be obt...
Permitted Affiliate Transactions means, collectively, (a) transactions with Affiliates involving consideration of less than $1,000,000 individually and $10,000,000 in the aggregate for all such transactions; (b) transactions with Affiliates pursuant to Contractual Obligations in effect on and as of the Closing Date as such Contractual Obligations may be amended, replaced or otherwise modified from time to time after the Closing Date to the extent such amendment, replacement or modification is not more disadvantageous to the interests of the Lenders, as reasonably determined in good faith by the Board of Directors (or equivalent governing body) (or any committee thereof) of Holdings, the Borrower or any other Loan Party, as applicable; (c) loans or advances to employees or officers of Holdings, the Borrower or any Subsidiaries of Holdings in the ordinary course of business as presently conducted other than any loans or advances that would be in violation of Section 402 of the Sxxxxxxx-Xxxxx Act; (d) reasonable and customary (as determined in good faith by the Board of Directors (or equivalent governing body) (or any committee thereof) of Holdings, the Borrower or any other Loan Party, as applicable) fees, and other compensation payable to (and indemnities provided on behalf of) officers, directors, employees, advisors and consultants of Holdings, the Borrower or any such other Loan Party; (e) transactions among Holdings, the Borrower and their respective Subsidiaries; (f) transactions with Affiliates in connection with any non-Consolidated Investment of Holdings if Holdings, the Borrower or any other Loan Party participates in the ordinary course of business and on a basis no less advantageous than the basis on which the owners of the other Stock of such non-Consolidated Investment participate in such transaction; (g) agreements with MICT, Holdings or any Subsidiary of Holdings to provide for the commercially reasonable and Credit Agreement Macquarie Infrastructure Company Inc. equitable allocation of shared costs and expenses (including corporate overhead costs and expenses) of the MIC Group and (h) the Loans or other extensions of credit made to the Borrower by Macquarie Bank Limited in its capacity as a Lender or an Issuer pursuant to this Agreement and the other Loan Documents.
Permitted Affiliate Transactions means agreements, actions or transactions (a) solely between or among the Company or any of its wholly owned Subsidiaries, (b) on an arm’s length basis and on terms no less favorable to the Company or its Subsidiaries than those that would reasonably be obtained by and from an unaffiliated third party and for consideration not in excess of twenty-five thousand Dollars ($25,000) per year individually or one hundred thousand Dollars ($100,000) per year in the aggregate, (c) relating to bona fide employee, Officer or Director compensation (e.g., annual rates of base salaries or annual fees, short-term or long-term incentive arrangements) and set forth in Exhibit D (or another document agreed to in writing by the Silver Member and the Titanium Family Designee), subject to Section 6.15, or (d) set forth in Exhibit G.
Permitted Affiliate Transactions means any of the following: (a) customary directors’ fees, customary directors’ indemnifications and similar arrangements for officers and directors of the Parent and its Restricted Subsidiaries entered into in the ordinary course of business, together with any payments made under any such indemnification arrangements; (b) customary and reasonable loans, advances and reimbursements to officers, directors and employees of the Parent and its Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (c) the incurrence of intercompany Indebtedness permitted pursuant to Section 9.2(b) and Contingent Obligations permitted pursuant to Section 9.2(k); (d) employment agreements and arrangements entered into with directors, officers and employees of the Parent and its Restricted Subsidiaries in the ordinary course of business; and (e) Restricted Payments permitted by Section 9.9.