Permitted Restrictive Agreement definition

Permitted Restrictive Agreement has the meaning specified therefor in Section 6.15.
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Permitted Restrictive Agreement as defined in Section 10.2.14. Permitted Tax Distributions: Tax Distributions to Parent and/or by Parent to its Members in respect of any taxable year of Parent equal to the product of (a) the amount of taxable income allocated to the Members for such taxable year, less the amount of taxable loss allocated to the Members for all prior taxable years (except to the extent such taxable losses have previously been taken into account under this provision or are not usable to offset taxable income for such year), multiplied by (b) the highest aggregate marginal statutory Federal (including alternative minimum tax), state and local income tax rate (determined taking into account the deductibility of state and local income taxes for Federal income tax purposes) to which any of the direct or indirect Members of Parent is subject for such year; and Parent shall be permitted to make Tax Distributions, and distributions to Parent shall be permitted, on a quarterly basis during such taxable year based on the best estimate of the chief financial officer of Parent of the amounts specified in clauses (a) and (b) above; provided that if the aggregate amount of the estimated Tax Distributions made in any taxable year of Parent exceeds the actual maximum amount of Tax Distributions for that year as finally determined, the amount of any Tax Distributions in the succeeding taxable year (or, if necessary, any subsequent taxable years) shall be reduced by the amount of such excess.
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Examples of Permitted Restrictive Agreement in a sentence

  • No Loan Party or Subsidiary is party or subject to any Restrictive Agreement other than a Permitted Restrictive Agreement, none of which prohibit the execution or delivery of any Loan Documents by a Loan Party nor the performance by a Loan Party of any obligations thereunder.

  • Enter into or become a party to any Restrictive Agreement, other than a Permitted Restrictive Agreement.

  • No Obligor or Subsidiary is party or subject to any Restrictive Agreement other than a Permitted Restrictive Agreement, none of which prohibit the execution or delivery of any Loan Documents by an Obligor nor the performance by an Obligor of any obligations thereunder.

Related to Permitted Restrictive Agreement

  • Restrictive Agreement an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

  • Restrictive Agreements as defined in subsection 3.3(a).

  • Less restrictive alternative means court-ordered treatment in

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Collective Agreement means any collective bargaining agreement, labor contract, letter of understanding or letter of intent with a labor organization certified as the collective bargaining representative of the Business Employees.

  • Cooperative Agreement means a Financial Assistance instrument used by DOE to transfer money or property when the principal purpose of the transaction is to accomplish a public purpose of support or stimulation authorized by Federal statute, and Substantial Involvement (see definition below) is anticipated between DOE and the Applicant during the performance of the contemplated activity.

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Least restrictive environment means the environment in which the interventions in the lives of people with mental illness can be carried out with a minimum of limitation, intrusion, disruption, and departure from commonly accepted patterns of living.

  • Permitted Restricted Payments means any of the following Restricted Payments made by:

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Restricted Geographic Area is defined as all countries, territories, parishes, municipalities and states in which Company is doing business or is selling its products at the time of termination of Employee’s employment with Company, including but not limited to every parish and municipality in the state of Louisiana. Employee acknowledges that this geographic scope is reasonable given Employee's position with Company, the international scope of Company's business; and the fact that Employee could compete with Company from anywhere Company does business.

  • Collaborative agreement means a voluntary, written, or electronic arrangement between one

  • Less restrictive alternative treatment means a program of

  • Collective Agreements means collective agreements and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Company and any of its Subsidiaries are bound.

  • Converted Restricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Restricted Debt has the meaning set forth in Section 6.04(b).

  • Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

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

  • Non-Restricted Subsidiary means any Subsidiary of the Company other than a Restricted Subsidiary.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Transition Agreement has the meaning set forth in Section 12.8.1.