Affiliate Agreement Payments definition

Affiliate Agreement Payments means any amounts payable or liabilities incurred (that are otherwise not Company Transaction Expenses pursuant to clause (b) of such definition) by the Company or any Transferred Subsidiary under any Affiliate Agreement, including payments made in connection with the termination of any Affiliate Agreement or liabilities incurred pursuant to the waiver of any payments or other amounts owed to the Company or any Transferred Subsidiary under any such Affiliate Agreement; provided, however, that: (i) payments actually made prior to March 31, 2014 or liabilities specifically reflected, reserved for or accrued on the Financial Statements as of March 31, 2014 shall not be Affiliate Agreement Payments (it being understood that the amounts set forth on Section 1.01(a) of the Company Disclosure Schedule were specifically reflected, reserved for or accrued on the Financial Statements as of March 31, 2014); (ii) for purposes of this definition, payments expressly contemplated by the terms of the agreements set forth on Section 4.24 of the Company Disclosure Schedule shall not be “Affiliate Agreement Payments”; (iii) for the avoidance of doubt, the fees and expenses paid or expected to be paid to members of the board of directors of the Company or any Transferred Subsidiary as compensation for their services as members of such board of directors or a committee thereof that are set forth on Section 1.01(b) of the Company Disclosure Schedule shall not be Affiliate Agreement Payments; (iv) for the avoidance of doubt, payments made by the Company or any Transferred Subsidiary pursuant to any Benefit Plan disclosed to the Acquiror prior to the date of this Agreement are not Affiliate Agreement Payments; and (v) the grant of Shares prior to the Closing pursuant to any Affiliate Agreement shall not be an Affiliate Agreement Payment.
Sample 1

Related to Affiliate Agreement Payments

  • Affiliate Agreement has the meaning set forth in Section 3.21.

  • Affiliate Agreements means collectively, (a) the Administration Agreement dated as of March 15, 2011 between the Borrower and the External Manager, (b) the Amended and Restated Investment Advisory and Management Agreement dated as of December 12, 2011 between the Borrower and the External Manager and (c) the License Agreement dated as of March 14, 2011 between the Borrower and Tarrant Capital IP, LLC.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Termination Payments has the meaning specified in Section 10(a).

  • Affiliate Contract means any Contract between a Business Company, on the one hand, and Parent or any of its Affiliates (other than a wholly-owned Business Company), on the other hand, excluding, for the avoidance of doubt, any Transaction Document.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Mandate Agreement means the mandate agreement entered into, on or about the date hereof between the Representative of the Covered Bondholders and the Guarantor.

  • 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.

  • 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.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Banking Services Agreement means any agreement entered into by the Borrower or any Subsidiary in connection with Banking Services.

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Master Services Agreement means that master services agreement among the Limited Partnership, the Company, Teekay Corporation and Brookfield XX XXXX L.P. dated as of the date hereof.

  • Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Payment Agreement means a written agreement which provides

  • Contribution Agreements has the meaning set forth in the Recitals.