Restricted Payee definition

Restricted Payee means:
Restricted Payee means (i) in relation to any Seller which is an Entity, the Seller and its Affiliates and (ii) in relation to any Seller which is a natural person (or any Affiliate of a Seller who is a natural person), the Seller and his or her Affiliates and his or her spouse, children and the trustees of a trust of which that person, his or her spouse and/or any of his or her children are beneficiaries; for the avoidance of doubt, "Restricted Payees" shall not include the Group Companies but shall be deemed to include (x) FM1 in the event the FM1 Upper Exit Conditions are not met and
Restricted Payee means (i) in relation to any Seller which is an Entity, the Seller and its Affiliates and (ii) in relation to any Seller which is a natural person (or any Affiliate of a Seller who is a natural person), the Seller and his or her Affiliates and his or her spouse, children and the trustees of a trust of which that person, his or her spouse and/or any of his or her children are beneficiaries; for the avoidance of doubt, "Restricted Payees" shall not include the Group Companies but shall be deemed to include (x) FM1 in the event the FM1 Upper Exit Conditions are not met and (y) FM2 in the event the FM2 Upper Exit Conditions are not met, in each case, in accordance with the provisions of Article 1.4;

Examples of Restricted Payee in a sentence

  • Up to the time of the Closing, the Sellers’ Agent shall notify the Purchaser in the Pre- Closing Statement any receipt by any Restricted Payee of any Leakage (known by the Sellers' Agent).


More Definitions of Restricted Payee

Restricted Payee means (i) in relation to any Seller which is an Entity, the Seller and its Affiliates, and (ii) in relation to any Seller which is a natural Person, the Seller and his or her Affiliates and his or her spouse, civil partner, ascendant or descendant; for the avoidance of doubt, "Restricted Payees" shall not include the Acquired Companies;
Restricted Payee means (i) in relation to any Seller which is an Entity, the Seller and its Affiliates and their respective directors, officers and equity holders, and (ii) in relation to any Seller which is a natural person, the Seller and his or her Affiliates and his or her spouse, civil partner, ascendant or descendant and the trustees of a trust of which that person, his or her spouse, civil partner and/or any of his or her ascendants or descendants are beneficiaries; for the avoidance of doubt, "Restricted Payees" shall not include the Group Companies; "Security holding Table" shall mean the Company security holding table set forth in Annex (A) (as such Annex shall be updated by the Sellers' Agent to reflect any transfers of Company Securities between the Put Option Date and the Closing Date as a result of any transfers permitted under Article 7.5, occurring no later than prior to the delivery of the Pre-Closing Certificate); it being specified that the Sellers' Agent may notify the Purchaser of any further amendment to the security holding table mentioned above after delivery of the Pre-Closing Certificate but only for transfers by reason of death; "Sellers' Agent" has the meaning ascribed to it in Article 10.1(a); "Sellers' Expenses" shall mean the fees and expenses (including VAT, to the extent applicable) incurred on behalf of the Sellers in connection with the Transaction, as set out in the Pre-Closing Certificate; "Sellers' Representatives" has the meaning ascribed to it in Article 5.4(c); "Shares" has the meaning ascribed to it in Paragraph (B) of the Recitals; "Subsidiaries" when used with reference to a specified Person, shall mean any Entity controlled (within the meaning described in the definition of "Affiliates") by such Person; "Tax" shall mean: (i) all forms of Taxation, duties, customs, property, registration, imposts, withholding, deduction, levies, value added Tax (“VAT”) and contributions, of whatever nature, whether direct or indirect, and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference), whenever and wherever imposed, including all social security charges, social and insurance contributions and employment and payroll Taxes, and any associated interest, penalty, surcharge or fine, imposed by any Governmental Authority; (ii) any liability for any amount of the types described in clause (i) as a result of being a member of a Tax consolidated group or similar arrangement and (i...

Related to Restricted Payee

  • Restricted Payment means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).

  • Restricted Payments as defined in Section 7.6.

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

  • Restricted Payment Conditions is defined in Section 10.9.

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

  • Permitted Payment as defined in Subsection 8.2(b).

  • Restricted Party means a person that is:

  • Permitted Payments has the meaning specified in Section 7.06(b).

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

  • Domestic Restricted Subsidiary means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District of Columbia.

  • Restricted Indebtedness means Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Restricted Parties has the meaning set forth in Section 6.15(a).

  • Unrestricted Person means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

  • Restricted Investment means an Investment other than a Permitted Investment.

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

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

  • Restricted Junior Payment means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to the Originator or its Affiliates in reimbursement of actual management services performed).

  • Excepted Payments means and include (a)(i) any indemnity (whether or not constituting Supplemental Lease Rent and whether or not a Lease Event of Default exists) payable to either the Trust Company, the Lessor Manager, the Equity Investor, the Owner Lessor, or the Owner Participant or to their respective Indemnitees and successors and permitted assigns (other than the Lease Indenture Trustee) pursuant to Section 2.3, 9.1, 9.2, 11.1 or 11.2 of the Participation Agreement, Section 7.1 or 7.2 of the LLC Agreement, and any payments under the Tax Indemnity Agreement or (ii) any amount payable by the Company to the Owner Lessor, the Equity Investor or the Owner Participant to reimburse any such Person for its costs and expenses in exercising its rights or complying with its obligations under the Operative Documents, (b)(i) insurance proceeds, if any, payable to the Owner Lessor or the Owner Participant under insurance separately maintained by the Owner Lessor or the Owner Participant with respect to the Facility as permitted by Section 11.5 of the Facility Lease or (ii) proceeds of personal injury or property damage or other liability insurance maintained under any Operative Document for the benefit of the Trust Company, the Lessor Manager, the Owner Lessor or the Owner Participant, (c) any amount payable to the Owner Participant as the purchase price of the Owner Participant's right and interest in the Member Interest, (d) any amounts payable to the Owner Participant upon exercise by the Company of the Special Lessee Transfer pursuant to Section 13.1 of the Participation Agreement, (e) all other fees expressly payable to the Owner Participant, the Equity Investor or the Owner Lessor under the Operative Documents, (f) if the Facility Lessee exercises its right to assume the Lessor Notes, any Termination Value (or amount calculated by reference thereto) or purchase price payable by the Facility Lessee in connection therewith, (g) any payments made under the Lessee Guaranty in respect of any of the foregoing and (h) any payments in respect of interest, or any payments made on an After-Tax Basis, to the extent attributable to payments referred to in clause (a) through (g) above that constitute Excepted Payments.

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

  • Permitted Payments to Parent means, without duplication as to amounts:

  • Prohibited Payment means any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any Law for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

  • Excluded Payments means (i) indemnity payments paid or payable by Lessee to or in respect of Owner Participant, or Owner Trustee in its individual capacity, their respective Affiliates, successors and permitted assigns and their directors, officers, employees, servants and agents pursuant to Section 9 of the Participation Agreement or any corresponding payments under the Lease, (ii) proceeds of public liability insurance paid or payable as a result of insurance claims made, or losses suffered, by Owner Trustee in its individual capacity or by Owner Participant, that are payable directly to Owner Trustee in its individual capacity, or Owner Participant, respectively, for their own account, (iii) proceeds of insurance maintained with respect to the Aircraft by Owner Participant or any Affiliate thereof for its or their own account or benefit (whether directly or through Owner Trustee) and permitted under Section 11.2 of the Lease, (iv) all payments required to be made under the Tax Indemnity Agreement by Lessee whether or not denominated as Supplemental Rent, (v) any Transaction Expenses paid or payable by the Lessee to the Owner Trustee (to the extent for its sole benefit) or the Owner Participant pursuant to the Lease or the Participation Agreement, (vi) any amount payable to the Owner Participant by any transferee as the purchase price of the Owner Participant's interest in the Trust Estate, (vii) any interest that pursuant to the Operative Agreements may from time to time accrue in respect of any of the amounts described in clauses (i) through (vi) above, (viii) any right to enforce the payment of any amount described in clauses (i) through (vii) above (PROVIDED, that the rights referred to in this clause (viii) shall not be deemed to include the exercise of any remedies provided for in the Lease other than the right to xxx for specific performance of any covenant to make such payment or to xxx for damages in respect of the breach of any such covenant) and (ix) any right to exercise any election or option or make any decision or determination, or to give or receive any notice, consent, waiver or approval, or to take any other action in respect of, but in each case, only to the extent relating to, any Excluded Payments.

  • Significant Restricted Subsidiary means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

  • Significant Domestic Subsidiary means any Domestic Subsidiary that is a Significant Subsidiary.

  • Restricted Subsidiary means any Subsidiary of the Company other than an Unrestricted Subsidiary.