Certain Permitted Transactions Clause Samples

Certain Permitted Transactions. Notwithstanding any provision in the Loan Documents and without increasing the obligations of the Lenders under Articles II and III of this Agreement, EPEPC, the Borrower and its Subsidiaries shall have the right to consummate any of the following transactions: (a) Petal Gas Storage Facilities. A sale leaseback arrangement with respect to the Petal Gas Storage Facilities and intended improvements to be made thereto in connection with the Firm Storage Services Agreement dated as of December 22, 2000 by and between Petal Gas Storage and Southern Company Services, Inc., provided that the obligations under such arrangement or guarantee shall not exceed $140,000,000.

Certain Permitted Transactions. A liquidation, merger or consolidation of Nabisco or Nabisco, Inc. with or into the entity that is its parent prior to such transaction, or with or into any affiliate of such parent, shall not be treated as a transaction that is inconsistent with, or that breaches, the representations set forth in Section 4.02 of this Agreement or the covenants set forth in Section 4.05 of this Agreement. Section 7.01 (a)(iii) of the Tax Sharing Agreement is amended to read as follows:

Certain Permitted Transactions. Notwithstanding anything to the contrary contained in Sections 9.7, 9.9, 9.10, 9.11 and 9.12 above, Lender agrees to or consents to the following, as applicable: (a) Borrower may make distributions to VGRH to the extent permitted under Section 9.11; (b) To the extent permitted by the New Notes Indenture, Borrower may make payments and engage in the transactions pursuant to (i) the Corporate Services Agreement, dated as of January 1, 1992, as amended from time to time, between Borrower and VGRH; provided, that, such payments do not exceed $6,898,572 in the aggregate during any consecutive twelve month (12) period, plus the five percent (5%) per annum increase on such fees per annum to the extent paid in any such twelve (12) month period by Borrower to VGRH and (ii) the Services Agreement, dated February 26, 1991, as amended from time to time, between Vector Group Ltd. (successor-in-interest to Brooke Group Ltd., successor by assignment to Brooke Management Inc.) and Borrower; provided, that, such payments do not exceed $1,764,000 in the aggregate during any consecutive twelve month (12) period; (c) Borrower may make payments and engage in the transactions permitted under Section 4.11(a) of the New Notes Indenture; provided, that, (i) each such transaction is in Borrower’s ordinary course of business on prices and terms no less favorable than would have been obtained in an arm’s length transaction with a Person not an Affiliate, (ii) Borrower shall provide Lender with written reports, on the tenth (10th) day of each month setting forth the nature and amount of each such transaction for the immediately prior month, including, without limitation, all payments with respect thereto and outstanding indebtedness owed thereunder, (iii) the aggregate indebtedness owed to Borrower in connection with all such transactions outstanding at any time does not exceed $500,000, and (iv) such transaction or series of related transactions does not involve payments or delivery of goods or services by Borrower having a value in excess of $500,000 in each case; (d) The Maple Transactions subject to compliance to Lender’s satisfaction with the following terms and conditions: (i) Borrower shall have guaranteed payment in full to Lender of the Mebane Loan and all other indebtedness now or hereafter owed by Maple to Lender, including without limitation, principal, interest, fees and expenses (collectively, the “Maple Obligations”), and such guarantee by Borrower in favor of Lender sh...

Certain Permitted Transactions. (a) The Defense Advanced Research Projects Agency (DARPA) and Other Government Funded Projects. During the Restricted Period, other than with respect to the projects and related follow-ons being funded by DARPA with respect to advancement of waveguide technology as more fully described on Schedule 7.04, Seller shall not enter into any contract with, or seek or accept any funding from, any Governmental Entity (including DARPA) to develop, produce, or sell any technology, products, or services that are directly or indirectly competitive with the Business. In addition and notwithstanding the foregoing, during the Restricted Period, Seller may enter into contracts with, and seek and accept funding from, (i) TSWG (Tactical Support Working Group) operates as a program element under the Combating Terrorism Technical Support Office (CTTSO)); (ii) Air Force Research Labs (AFRL); (iii) Night Vision Labs (NVL); (iv) NATICK; and (v) Navy Research Labs, SBIR, with respect to advancement of waveguide technology, provided Seller obtains the advance written consent of Buyer prior to entering into any such contract or seeking or accepting any such funding pursuant to Section 7.04(a)(i), (ii), (iii), (iv) or (v), which consent will not be unreasonably delayed or withheld. Any products developed as a result of any research or other activities funded by any Governmental Entity (including DARPA and those described in (i) through (v) herein), shall be subject, as between the Parties, to the exclusive right of Buyer to market, sell, and otherwise distribute such products pursuant to the Authorized Reseller Agreement. (b) Approved Military Organization Transactions and Certain Sales to Defense and Security Organizations and US Homeland Security Agencies. During the Restricted Period, Seller may: (1) engage in Approved Military Organization Transactions, (2) sell, lease, license, dispose of and provide goods and services to US Homeland Security Agencies, and (3) sell, lease, license, dispose of and provide goods and services to Defense and Security Organizations.

Certain Permitted Transactions. Notwithstanding the foregoing provisions of this Section 10.4:

Certain Permitted Transactions. The restrictions set forth in Section 2.2 hereof shall not apply to a transaction involving any interest in the Contributed Property to the extent (i) that such transaction qualifies as a like-kind exchange under Section 1031 of the Code in which no income or gain is recognized by or allocated to any of the Protected Parties as a result of the exchange (including as a result of Section 1031(f) of the Code or any successor provision), (ii)(A) the transaction is treated for federal income tax purposes as either (x) a transfer to an entity whose separate existence from the Partnership is disregarded for federal income tax purposes or (y) a transfer to an entity that is treated as a partnership for federal income tax purposes, and (B) no gain is recognized by or allocable to any or the Protected Parties as a result of the transaction or (iii) such transaction is a nonrecognition transaction giving rise to no recognition of income to the Protected Parties for federal income tax purposes. The property or interests in a transferee received in any of the nontaxable transactions described in this section 2.3 by the Partnership or any entity in which the Partnership holds a direct or indirect interest in exchange for an interest in the Contributed Property is referred to herein as the “Replacement Asset(s).” The provisions of this Agreement shall apply to any Replacement Asset as if such Replacement Asset was a Contributed Property.

Certain Permitted Transactions. Without limitation of any of its powers set forth in Section 6.01 above, the Board of Managers is expressly authorized, in the name and on behalf of the LLC, to cause the LLC to enter into a Property Management Agreement with Claremont Management Company, pursuant to which Claremont Management Company will provide certain property management services to the LLC.

Certain Permitted Transactions. Notwithstanding any provision in the Loan Documents (but subject to subsection 8.10), the Borrower and its Subsidiaries shall have the right to consummate any of the transactions described in subsection 8.6(c).

Certain Permitted Transactions. Section 11.23 of the Credit Agreement is hereby amended by adding new subsections (c) and (d) as follows: