Permitted Management Fees definition

Permitted Management Fees means (a) management or consulting fees payable pursuant to the terms of the Management Agreement in an aggregate amount not to exceed the lesser of (x) $2,000,000 in any Fiscal Year and (y) two percent of Consolidated EBITDA with respect to any Fiscal Year, the payment of which is subordinated to the Obligations on terms and conditions specified in the Management Agreement as in effect on the Effective Date and (b) the reimbursement of third-party out-of-pocket expenses incurred in connection with the Management Agreement.

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Permitted Management Fees means (a) management, consulting or similar fees payable by any Loan Party to another Loan Party (other than Holdings), (b) management fees, costs and expenses (including advisory fees and out-of-pocket costs and expenses) payable to the Sponsor or its Affiliates, which may be payable in advance, with such management fees, costs and expenses not to exceed $1,250,000 per annum, (c) management fees payable in connection with the Transactions on the Closing Date, and (d) reasonable and customary transaction fees, costs and expenses payable in connection with future acquisitions, sales, mergers and other subsequent transactions; provided, however, that the fees (but not reimbursement of out-of-pocket costs and expenses, which shall be permitted to be paid at all times) described in clauses (b) through (d) above shall not be permitted to be paid during any period while an Event of Default has occurred and is continuing or would arise as a result of such payment; provided, further, any fees not paid due to the restriction in the preceding proviso shall be deferred and may be paid when no Event of Default exists or would arise as a result of such payment.

Permitted Management Fees means the management fees and expenses paid under the Management Agreement.

Examples of Permitted Management Fees in a sentence

In addition, ARV shall have entered into the Subordination Agreements with FINOVA, in form and substance satisfactory to FINOVA, subordinating payment of the Permitted Management Fees to repayment of the Borrower's Obligations to FINOVA, and providing for a suspension of remedies on the part of ARV for periods during which an Event of Default under the Loan Documents is in existence.
Each Subordinated Creditor covenants and agrees that all payments of the Subordinated Debt shall be subordinated and junior in all respects to the prior payment in full, in cash, of all Senior Debt except that interest may be paid with respect to the Subordinated Debt and Permitted Management Fees (as defined in the Loan Agreement) in accordance with Section 2.3 hereof.
Attached here to as EXHIBITS: 4-2 (Related Entities); 4-3 (Trade Names); 4-5 (Locations, Leases, and Landlords), 4-6 (Encumbrances); 4-7 (Indebtedness); 4-8 (Insurance Policies), 4-10 (Capital Leases); 4-13 (Taxes); 4-17 (Litigation), 4-22 (Permitted Management Fees and other Affiliated Transactions); 6-3 (Bonds and Deposits); 7-1 (DDA’s) and 7-2 (Credit Card Arrangements) which reflect any additional information which is not already set forth on the corresponding Exhibits attached to the Loan Agreement.
Without limiting the generality of the foregoing, the amount of management fees payable to ARV by each Borrower shall be subject to FINOVA's approval (such management fees as are approved by FINOVA being referred to herein as the "Permitted Management Fees").
No Borrower shall be permitted to pay dividends, management fees (except for Permitted Management Fees), capital distributions or other payments to its members or other Persons (all of the foregoing, collectively "Distributions") during the term of the Loan without FINOVA's prior written consent, until the first month in which such Borrower first achieves compliance with the Debt Service Coverage Covenant.

More Definitions of Permitted Management Fees

Permitted Management Fees management, monitoring, consulting, transaction, oversight, advisory or similar fees payable or reimbursable pursuant to the Management Agreement.

Permitted Management Fees means, at any time prior to an initial public offering, so long as (a) no Event of Default has occurred and is continuing and (b) immediately before and after giving effect to such payment, (i) Qualified Cash is greater than or equal to $2,000,000 and (ii) the Total Leverage Ratio of the Loan Parties is less than or equal to the then applicable Total Leverage Ratio required under Section 7.03 for the most recent fiscal quarter for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv), all monitoring or consulting fees payable by any Loan Party pursuant to the Management Agreement in an aggregate amount not to exceed $750,000 in any Fiscal Year; provided, that any Permitted Management Fees not paid, due to the failure to satisfy the payment conditions set forth in clauses (a) and (b) above, shall be deferred and may be paid or distributed when such payment conditions have been satisfied.

Permitted Management Fees means management fees, monitoring fees and/or service fees payable to Charlesbank and/or any of its Affiliates in an amount up to, but not exceeding $250,000 in the aggregate during any fiscal year of the Credit Parties, plus reimbursement to Charlesbank and/or any of its Affiliates of reasonable and customary out-of-pocket expenses incurred in connection with such management services provided by Charlesbank and/or any of its Affiliates, provided that if any Event of Default has occurred and is continuing at the time for payment of such fees or expense reimbursement, as applicable (or would occur after giving effect thereto), such fees and expense reimbursement shall accrue and be payable only upon the cure (or waiver) of such Event of Default. Permitted Overadvance shall have the meaning specified in Section 2.2(h) hereof. Person shall mean any individual, corporation, business trust, unincorporated organization or association, partnership, joint venture, limited liability company, Governmental Authority or any other form of entity. Plan shall mean any plan subject to Title IV of ERISA and maintained for employees of the Borrower or of any member of a “controlled group of corporations”, as such term is defined in the Code, of which the Borrower, any of its Subsidiaries or any ERISA Affiliate it may acquire from time to time is a part, or any such plan to which the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to contribute on behalf of its employees. PPSA shall mean the Personal Property Security Act (Alberta), as amended. Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMorgan, or its successor financial institution, if any, at its principal office in New York City as its prime rate in effect at such time. Without notice to the Borrower or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which said prime rate shall fluctuate, with each such change to be effective as of the date of each change in such prime rate. THE PRIME RATE IS A REFERENCE RATE AND DOES NOT NECESSARILY REPRESENT THE LOWEST OR BEST RATE ACTUALLY CHARGED BY JPMORGAN OR SUCH SUCCESSOR FINANCIAL INSTITUTION TO ANY OF ITS CUSTOMERS. JPMORGAN OR SUCH SUCCESSOR FINANCIAL INSTITUTION MAY MAKE COMMERCIAL LOANS OR OTHER LOANS AT RATES OF INTEREST AT, ABOVE AND BELOW THE PRIME RATE. Principal Office shall mean the principal office in New York City of the Agent, or such other p...

Permitted Management Fees means management fees permitted pursuant to Section 9.6(d)(iii) of this Agreement.

Permitted Management Fees means fees payable by the Project Company pursuant to the Management Services Agreement or any future equivalent thereof.

Permitted Management Fees means any regular management fees (for purposes of this definition, the “fees”), expense reimbursements and indemnification payments payable to Sponsor in the amounts and at the times specified in the Management Agreement; provided that (x) in no event shall the fees exceed, during any fiscal year, the greater of (A) $1,500,000 and (B) 2% of the projected Adjusted EBITDA of the Parent and its Consolidated Subsidiaries for the following fiscal year as budgeted by management and approved by the Board of Directors of the Parent, and (y) any fees not paid to Sponsor in any fiscal year may be carried forward and paid in the following two fiscal years.

Permitted Management Fees means fees payable to the Sponsors in accordance with the Management Agreement; provided that (i) the aggregate amount of all such fees made thereunder in any fiscal year of Borrower shall not (together with expenses for such fiscal year described in Section 6.09(f)) exceed $6,500,000, (ii) no portion of the Permitted Management Fees may be paid at any time that an Event of Default has occurred and is continuing or would immediately result from such payment, although such portion not permitted to be so paid may continue to accrue (without interest), (iii) any portion of the Permitted Management Fees that has accrued but which was not permitted to be paid pursuant to preceding clause (ii) may be paid immediately after such Event of Default has been cured or waived and (iv) all amounts owing under the Management Agreement shall be subject to the Management Fee Subordination Agreement.