Permitted Affiliate Transfer definition

Permitted Affiliate Transfer shall have the meaning set forth in Section 5.2.10(c).
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Permitted Affiliate Transfer is defined in Section 8.1(b).
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Permitted Affiliate Transfer means any direct or indirect Transfer of Stock by a Purchaser to a Permitted Affiliate Transferee pursuant to Section 2.1(b) hereof and otherwise made in compliance with this Agreement (including Section 2.4 hereof).
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Examples of Permitted Affiliate Transfer in a sentence

  • A Transfer described in this Section 8.1(b) is referred to as a “Permitted Affiliate Transfer” and a transferee of such a Permitted Affiliate Transfer is referred to as a “Permitted Transferee”.

  • In the event of a Permitted Affiliate Transfer, Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made, and in the event of a Permitted Affiliate Transfer to an Apollo Affiliate, (without limiting the circumstances in which such Guaranty may continue in accordance with its terms) the Guaranty provided for in Section 23.29 shall continue in full force and effect with respect to the successor Owner.

  • On and after January 1, 2016, either Party may make a Disposition of Covered Securities in accordance with this Section 5.5 and Sections 5.1(b) and (c) without the consent of the other Party (and without limiting the right of any Party to make a Permitted Common Unit Sale or Permitted Affiliate Transfer without consent at any time and from time to time).

  • Notwithstanding anything to the contrary contained in this Agreement, each Party may make a Permitted Affiliate Transfer at any time and from time to time.

  • Tenant shall provide written notice to Landlord with respect to the occurrence of any Permitted Affiliate Transfer and provide to Landlord such information as Landlord reasonably requests with respect to such Permitted Affiliate Transfer.

  • This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns; provided, further, that no consent of the Noteholders for assignments or transfers by the Borrower to an Affiliate Transferee shall be required under this Section 10(f) in connection with a Permitted Affiliate Transfer.

  • The Option to Extend is personal to the party executing this Lease as Tenant and to any assignee or sublessee that is in possession of the Premises due to a Permitted Affiliate Transfer (each, a “Permitted Assignee”, and collectively, the “Permitted Assignees”), but may not otherwise be assigned or transferred to or exercised by any assignee, sublessee or other transferee.

  • In the event of a Permitted Affiliate Transfer, Tenant shall provide Landlord notice in writing at least thirty(30) days in advance of the date on which Tenant desires such assignment or sublease to take effect, which shall include: (A) the name and address of the proposed subtenant or assignee; and(B) reasonable financial information so that Landlord can confirm proposed assignee or sublessee has maintained the required Affiliate Net Worth over the prior twelve (12) month period.

  • Tenant shall provide Landlord reasonable evidence that any such Transfer qualifies as a Permitted Affiliate Transfer.

  • Tenant will not be relieved or released of its obligations under this Lease as a result of any Permitted Affiliate Transfer.


More Definitions of Permitted Affiliate Transfer

Permitted Affiliate Transfer means: (a) any Transfer by a Shareholder of Equity Securities to any one or more of its Affiliates; provided, however, that, in the case of this clause (a), in the event that the transferor is Xxxxx Xxxxxxxx or an entity controlled by Xxxxx Xxxxxxxx, the transferor retains the sole power to direct the voting and disposition of any Equity Securities transferred to such Affiliate; and (b) in the case of a Transfer from an individual or an entity controlled by an individual, any Transfer to a member of the Family of such individual, or a trust or other entity for the sole benefit of a member of the Family of such individual; provided, however, that, in the case of a Transfer from Xxxxx Xxxxxxxx or an entity controlled by Xxxxx Xxxxxxxx, the transferor retains the sole power to direct the voting and disposition of any Equity Securities transferred to such member of the Family of such transferor, such trust or such other entity.
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Permitted Affiliate Transfer means any Transfer of all or any portion of the Units held by a Record Holder to any Affiliate of such Record Holder.
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Permitted Affiliate Transfer means an assignment/sublet where (a) the transferee/sublessee is directly or indirectly controlled by the Tenant and (b) the transferee’s/sublessee’s use of the Demised Premises will be consistent with that of the Tenant.
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Permitted Affiliate Transfer means a Disposition by a Party of all, but not less than all, of any class or type of its Covered Securities to an Affiliate of such Party in compliance with Sections 5.1(b) and (c).
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Permitted Affiliate Transfer means (i) any Transfer by NRZ to New Residential Investment Corp. and (ii) any Transfer by Springleaf to SFI or Springleaf Finance Corporation.
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Permitted Affiliate Transfer has the meaning set forth in ‎Section 8.1(a).
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Related to Permitted Affiliate Transfer

  • Permitted Affiliate Transactions means the following:

  • Affiliate Transfer is defined in Section 7.03(a)(i).

  • Affiliate Transferee has the meaning set forth in Section 3.2(a).

  • Affiliate Transactions has the meaning set forth in Section 5.31.

  • Affiliate Transaction has the meaning provided in Section 4.11.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Permitted Sale Leaseback means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

  • Permitted Sale-Leaseback Transaction has the meaning specified in Section 8.13.

  • Permitted Sale-Leaseback Transactions means any sale or transfer by the Company or any of its Restricted Subsidiaries of any Principal Property owned by the Company or any of its Restricted Subsidiaries with the intention of taking back a lease thereof; provided, however, that “Permitted Sale-Leaseback Transactions” shall not include any such transaction involving machinery and/or equipment (excluding any lease for a temporary period of not more than thirty-six months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of this Supplemental Indenture and (b) that are material to the business of the Company and its Subsidiaries, taken as a whole, to the extent that the aggregate Attributable Value of the machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the Applied Amounts, as defined in the following sentence), plus the amount of obligations and Indebtedness from time to time secured by Liens incurred under Section 6.1(18), exceeds the greater of (i) $1,000 million and (ii) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such transactions based on the balance sheet for the end of the most recent quarter for which financial statements are available (such greater amount, the “Applicable Threshold”). For purposes of this definition, “Applied Amounts” means an amount (which may be conclusively determined by the Board of Directors of the Company) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Notes.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Sale and Leaseback Transaction has the meaning provided in Section 3.02(b).

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Asset Disposition as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $10,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) a disposition of Property (other than any Collateral) that is exchanged for credit against the purchase price of similar replacement property, (f) a transfer of Property by: (i) a Borrower to another Borrower; (ii) a Guarantor to another Guarantor; or (iii) a Guarantor to a Borrower; (g) a sale of Property in one transaction, the proceeds of which will be used to satisfy and discharge or make arrangements for the satisfaction and discharge or prepayment of Clearwater’s obligations under the Retained Obligation Agreement so long as: (i) the aggregate fair market or book value (whichever is more) of all Collateral sold in such transaction does not exceed $10,000,000; (ii) such transaction could not reasonably be expected to have a Material Adverse Effect; (iii) Borrowers remit to Agent for application to the Obligations an amount equal to the fair market or book value (whichever is more) of all Collateral sold in such transaction; (iv) not later than thirty (30) days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with written notice of such proposed transaction; (v) the proceeds of the proposed transaction which can be allocated to the Collateral being sold in such transaction exceed the amount of the Borrowing Base attributable to such Collateral; and (vi) not later than 15 Business Days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with copies of the sale agreement and other material documents relative to such transaction, which agreement and documents must be reasonably acceptable to Agent; (h) a transfer of Property by Clearwater to Retainco prior to the “Distribution” (as defined in the Separation Agreement) in accordance with the terms of the Spin-Off Documents; (i) a distribution of Retainco to Potlatch in accordance with the terms of the Spin-Off Documents; or (j) approved in writing by Agent and Required Lenders.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

Most Referenced Clauses

Most Referenced Definitions