Earn-Out Subordination Agreement definition

Earn-Out Subordination Agreement means any subordination agreement executed by a holder of Earn-Out Obligations in favor of the Administrative Agent from time to time after the Initial Effective Date in form and substance and on terms and conditions satisfactory to the Administrative Agent.
Earn-Out Subordination Agreement means that certain Deferred Purchase Price Subordination Agreement dated as of the Closing Date among NC 143 Holdings LP, Fuse and Lender.
Earn-Out Subordination Agreement means any subordination agreement executed by a holder of Earn-Out Obligations in favor of the Administrative Agent from time to time after the Closing Date, in form and substance and on terms and conditions satisfactory to the Administrative Agent in its discretion. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Examples of Earn-Out Subordination Agreement in a sentence

  • The Purchasers shall receive immediately following the consummation of the Xxxxx Acquisition (i) a Guaranty and a Put Guaranty, each in form satisfactory to the Purchasers, pursuant to which any Subsidiary formed or acquired by any Credit Party in connection with the Xxxxx Acquisition shall become a Guarantor and (ii) the Earn-Out Subordination Agreement.


More Definitions of Earn-Out Subordination Agreement

Earn-Out Subordination Agreement means any subordination agreement executed by a holder of Earn-Out Obligations in favor of the Administrative Agent from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to the Administrative Agent, which such subordination agreement shall include, at a minimum, contractual subordination. “EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country that is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (i) or clause (ii) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway. “EEA Resolution Authority” means any public administrative authority or any other Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Elevated Reporting Toggle Date” means the earlier of (a) first date after the Fourth Amendment Effective Date that each of the following requirements are satisfied as of such date: (i) the Leverage Ratio is less than 5.00:1:00 as of the last day of the Fiscal Quarter most recently ended, (ii) Consolidated Liquidity is not less than $15,000,000 at all times for a consecutive period of at least one full Fiscal Quarter ending as of the end of the Fiscal Quarter as of which the criteria in subclause (a)(i) is satisfied, and (iii) no Event of Default has occurred and is continuing as of such date of determination, and (b) such date consented to in writing by the Requisite Lenders in their sole discretion. “Eligible Assignee” means (i) in the case of the Term Loans or Term Loan Commitments, (a) any Lender and any Affiliate or Related Fund (other than a Natural Person) of any Lender (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses; provided, with ...
Earn-Out Subordination Agreement means a Subordination Agreement substantially in the form of Exhibit F attached hereto or otherwise satisfactory to the Administrative Agent.
Earn-Out Subordination Agreement means the Earn-Out Subordination Agreement by which the Xxxxx Earn-Out will be subordinate to the Senior Subordinated Obligations.

Related to Earn-Out Subordination Agreement

  • 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.

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is 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.

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Payment Agreement means a written agreement which provides

  • Termination Agreement has the meaning set forth in the Recitals.

  • Farm-Out Agreement means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Reaffirmation Agreement means that certain Reaffirmation Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Repayment Agreement means an agreement

  • Disbursement Agreement means the Master Disbursement Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Bank Facilities Administrative Agent, the Disbursement Agent, the Borrowers and LCR, in substantially the form of Exhibit D-3 hereto, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof and thereof.

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

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Subordinated Loan Agreement means a binding agreement with a Subordinated Debt Provider providing unsecured debt financing for the benefit of the Energy Complex and on terms and conditions that shall satisfy the requirements of the Financing Documents.

  • Designation Agreement means a designation agreement in substantially the form of Exhibit G attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • 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;

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.