Common use of Acquisitions; Investments Clause in Contracts

Acquisitions; Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) effect an Acquisition of any Person, provided that the Borrower and its Subsidiaries shall be permitted to effect an Acquisition of (x) any Person that is primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and (y) any Person that is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and the aggregate consideration paid by the Borrower or its Subsidiaries other than Excluded Subsidiaries (including the amount of indebtedness of such Person that is assumed by the Borrower or any Subsidiary of the Borrower that is not an Excluded Subsidiary or, if such Person is not an Excluded Subsidiary, that remains outstanding after such Acquisition) for the Acquisition of Persons not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses shall not have exceeded (1) $750,000,000 during any period of twelve consecutive months or (2) $1,750,000,000 during the period from the Closing Date through the Maturity Date (and in the case of each of the preceding clauses (1) and (2), after taking into account any usage of such baskets as provided in Section 8.5), or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Borrower or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Borrower) if the aggregate principal amount of all such loans and advances by the Borrower and its Subsidiaries to such employees is greater than $25,000,000. The amount, as of any date of determination (including for purposes of compliance with Section 8.5), of (a) any investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date minus any cash payments actually received by such investor representing principal thereof, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or other extension of credit and (b) any investment in the form of an Acquisition of another Person, shall be the aggregate consideration paid as described in clause (y) above minus the amount of any portion of such investment that has been repaid to the investor in cash as a return of capital, and of any payments or other amounts of cash actually received by such investor representing dividends or other distributions (including a repurchase of equity interests) in respect of such investment (not to exceed, in the case of any such deduction, the aggregate limits set forth in either of clauses (y)(1) or (y)(2) immediately above), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such investment after the date of such investment.

Acquisitions; Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) effect an Acquisition of any Person, provided that the Borrower and its Subsidiaries shall be permitted to effect an Acquisition of (x) any Person that is primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and (y) any Person that is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and the aggregate consideration paid by the Borrower or its Subsidiaries other than Excluded Subsidiaries (including the amount of indebtedness of such Person that is assumed by the Borrower or any Subsidiary of the Borrower that is not an Excluded Subsidiary or, if such Person is not an Excluded Subsidiary, that remains outstanding after such Acquisition) in any fiscal year of the Borrower for the Acquisition of Persons not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses shall not have exceeded (1) $750,000,000 during any period of twelve consecutive months or (2) $1,750,000,000 during the period from the Closing Date through the Maturity Date (and in the case of each of the preceding clauses (1) and (2), after taking into account any usage of such baskets as provided in Section 8.5)250,000,000, or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Borrower or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Borrower) if the aggregate principal amount of all such loans and advances by the Borrower and its Subsidiaries to such employees is greater than $25,000,000. The amount, as of any date of determination (including for purposes of compliance with Section 8.5), of (a) any investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date minus any cash payments actually received by such investor representing principal thereof, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or other extension of credit and (b) any investment in the form of an Acquisition of another Person, shall be the aggregate consideration paid as described in clause (y) above minus the amount of any portion of such investment that has been repaid to the investor in cash as a return of capital, and of any payments or other amounts of cash actually received by such investor representing dividends or other distributions (including a repurchase of equity interests) in respect of such investment (not to exceed, in the case of any such deduction, the aggregate limits set forth in either of clauses (y)(1) or (y)(2) immediately above), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such investment after the date of such investment20,000,000.

Acquisitions; Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) effect an Acquisition of any Person, provided that the Borrower and its Subsidiaries shall be permitted to effect an Acquisition of (x) any Person that is primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and (y) any Person that is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and the aggregate consideration paid by the Borrower or its Subsidiaries other than Excluded Subsidiaries (including the amount of indebtedness of such Person that is assumed by the Borrower or any Subsidiary of the Borrower that is not an Excluded Subsidiary or, if such Person is not an Excluded Subsidiary, that remains outstanding after such Acquisition) for the Acquisition of Persons not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses shall not have exceeded (1) $750,000,000 500,000,000 during any period of twelve consecutive months or (2) $1,750,000,000 1,000,000,000 during the period from the Closing Date through the Maturity Date (and in the case of each of the preceding clauses (1) and (2), after taking into account any usage of such baskets as provided in Section 8.57.5), or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Borrower or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Borrower) if the aggregate principal amount of all such loans and advances by the Borrower and its Subsidiaries to such employees is greater than $25,000,00020,000,000. The amount, as of any date of determination (including for purposes of compliance with Section 8.57.5), of (a) any investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date minus any cash payments actually received by such investor representing principal thereof, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or other extension of credit and (b) any investment in the form of an Acquisition of another Person, shall be the aggregate consideration paid as described in clause (y) above minus the amount of any portion of such investment that has been repaid to the investor in cash as a return of capital, and of any payments or other amounts of cash actually received by such investor representing dividends or other distributions (including a repurchase of equity interests) in respect of such investment (not to exceed, in the case of any such deduction, the aggregate limits set forth in either of clauses (y)(1) or (y)(2) immediately above), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such investment after the date of such investment.

Acquisitions; Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) effect an Acquisition of any Person, provided that the Borrower and its Subsidiaries shall be permitted to effect an Acquisition of (x) any Person that is primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and (y) any Person that is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and the aggregate consideration paid by the Borrower or its Subsidiaries other than Excluded Subsidiaries (including the amount of indebtedness of such Person that is assumed by the Borrower or any Subsidiary of the Borrower that is not an Excluded Subsidiary or, if such Person is not an Excluded Subsidiary, that remains outstanding after such Acquisition) during any period of twelve consecutive months for the Acquisition of Persons not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses shall not have exceeded (1) $750,000,000 during any period of twelve consecutive months or (2) $1,750,000,000 during the period from the Closing Date through the Maturity Date (and in the case of each of the preceding clauses (1) and (2), after taking into account any usage of such baskets as provided in Section 8.5)250,000,000, or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Borrower or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Borrower) if the aggregate principal amount of all such loans and advances by the Borrower and its Subsidiaries to such employees is greater than $25,000,000. The amount, as of any date of determination (including for purposes of compliance with Section 8.5), of (a) any investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date minus any cash payments actually received by such investor representing principal thereof, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or other extension of credit and (b) any investment in the form of an Acquisition of another Person, shall be the aggregate consideration paid as described in clause (y) above minus the amount of any portion of such investment that has been repaid to the investor in cash as a return of capital, and of any payments or other amounts of cash actually received by such investor representing dividends or other distributions (including a repurchase of equity interests) in respect of such investment (not to exceed, in the case of any such deduction, the aggregate limits set forth in either of clauses (y)(1) or (y)(2) immediately above), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such investment after the date of such investment20,000,000.