Acquisitions; Loans and Investments. No Loan Party shall and no Loan Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment (except to the extent such commitment is conditioned on obtaining any required consent or amendment hereunder) to purchase or acquire any Equity Interests, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit (except to the extent such commitment is conditioned on obtaining any required consent or amendment hereunder) to make any Acquisitions or (iii) make or purchase, or commit (except to the extent such commitment is conditioned on obtaining any required consent or amendment hereunder) to make or purchase, any advance, loan, extension of credit or capital contribution to, Guarantee any obligations of, or make any other investment in, any Person (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents;
(b) Investments by the Borrower in any Subsidiary or by any Subsidiary in any other Subsidiary or the Borrower; provided, that the aggregate amount of any such advances, loans, extensions of credit or other Investments made by any Loan Party in a Subsidiary that is not a Loan Party shall not exceed (x) net of all dividends, distributions, returns of capital and payments in respect of Indebtedness received after the Effective Date by the Loan Parties from Subsidiaries that are not Loan Parties, $80,000,000, plus (y) an unlimited amount so long as the Payment Conditions are satisfied at the time of, and after giving effect to, any such Investment; provided, further, that in no event shall any Accounts of the Loan Parties be permitted to be transferred by way of Investment in any Subsidiary that is not a Loan Party pursuant to this clause (b) or any other clause under this Section 6.04;
(c) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 6.02;
(d) Investments acquired in connection with the settlement of delinquent Accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers;
(e) Investments existing on the Effective Date and described in Schedule 6.04;
(f) loans or advances to, or Guarantees of Indebtedness of, employees, officers or directors in an aggregate amount not to exceed $1,000,000 at ...
Acquisitions; Loans and Investments. No Loan Party shall and no Loan Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire (except subject to compliance with, or termination of, this Agreement), any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (ii) make or commit to make (except subject to compliance with, or termination of, this Agreement) any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination, or (iii) make or purchase or commit to make or purchase (except subject to compliance with, or termination of, this Agreement), any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Parent Borrower or any Subsidiary of the Parent Borrower but excluding any trade payables arising in the Ordinary Course of Business among the Parent Borrower and its Subsidiaries (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents;
(b) (x) Investments consisting of (i) capital contributions by Holdings in then existing Loan Parties, (ii) extensions of credit or capital contributions by any Subsidiary of Holdings to or in any other then existing Loan Party (other than Holdings), (iii) extensions of credit or capital contributions by the Parent Borrower or any other Loan Party (other than Holdings) to or in any then existing Subsidiary of the Parent Borrower that is not a Loan Party not to exceed $15,000,000 in the aggregate at any time outstanding for all such extensions of credit and capital contributions in the aggregate plus any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Parent Borrower or any other Loan Party in cash; provided, that (A) if any Loan Party executes and delivers to any other Loan Party a note (collectively, the “Intercompany Notes”) to evidence any debt Investments described in the foregoing clauses (i), (ii) and (iii), that Intercompany Note shall be pledged and delivered to the Term Administrative Agent pursuant to the Pledge and Security Agreement (subject to...
Acquisitions; Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including a Borrower, any Affiliate of a Borrower or any Subsidiary of a Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents;
(b) Investments consisting of extensions of credit (or contribution of capital) by any Credit Party to any other Credit Party; provided, that: (i) if any Credit Party executes and delivers to any other Credit Party a note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness, that Intercompany Note shall be pledged and delivered to Agent pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; (ii) each Credit Party shall accurately record all intercompany transactions on its books and records; (iii) at the time any such intercompany loan or advance is made by any Credit Party to any other Credit Party and after giving effect thereto, each such Credit Party shall be Solvent; and (iv) such intercompany loans shall be on terms, including subordination terms, reasonably satisfactory to the Agent;
(c) Investments consisting of extensions of credit by any Credit Party to any Subsidiary that is not a Credit Party (but excluding the J. Xxxx Entities and the Merger Subsidiary); provided, that: (i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Investment, (ii) in the case of any Investment in any such Subsidiary, average daily Availability shall be not less than $75,000,000 for the ninety (90) day period preceding such Investment and, on a pro forma basis, for the immediately succeeding period of twelve consecutive months after giving effect to such Investment, (iii) such Su...
Acquisitions; Loans and Investments. Purchase or acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary; make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including by way of merger, consolidation or other combination; or make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including a Borrower, any Affiliate of a Borrower or any Subsidiary (each an “Investment”), except for:
(a) Investments in cash and Cash Equivalents;
(b) Investments consisting of (i) extensions of credit or capital contributions by any Credit Party to or in any other then existing Credit Party, (ii) extensions of credit or capital contributions by a Borrower or any other Credit Party to or in any then existing Foreign Subsidiaries not to exceed $5,000,000 in the aggregate at any time outstanding for all such extensions of credit and capital contributions; provided, that (A) if any Credit Party executes and delivers to any Borrower a note (collectively, the “Intercompany Notes”) to evidence any Investments described in the foregoing clauses (i) and (ii) above, that Intercompany Note shall be pledged and delivered to Agent pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; (B) each Borrower shall accurately record all intercompany transactions on its books and records; (C) at the time any such intercompany loan or advance is made by any Borrower to any other Credit Party and after giving effect thereto, each such Borrower shall be Solvent; and (D) the aggregate amount of such intercompany Indebtedness owing by any Credit Party individually or in the aggregate shall not exceed $5,000,000 at any one time outstanding;
(c) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 6.02(b);
(d) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;
(e) Investments existing on the Closing Date and set forth in Schedule 6.04; and
(f) loans or advances to employees permitted under Section 6....
Acquisitions; Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including a Borrower, any Affiliate of a Borrower or any Subsidiary of a Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents, subject to Control Agreements in favor of the Term Agent (or the Revolving Agent as agent for the Term Agent under the Intercreditor Agreement) for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Term Agent for the benefit of the Secured Parties;
(b) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;
(c) Investments existing on the Closing Date and set forth in Schedule 5.4 of the Disclosure Letter;
(d) loans or advances to employees permitted under Section 5.6;
(e) Permitted Acquisitions; provided that (i) no Default or Event of Default exists or would result from the making of such Permitted Acquisition; (ii) the cash consideration used to fund such Permitted Acquisition pursuant to this Section 5.4(e) consists solely of (A) the proceeds from the issuance of Stock and Stock Equivalents (so long as the Company has issued such Stock and Stock Equivalents (subject to the Term Agent's receipt of written notice from the Company with respect to such issuance not more than 30 days thereafter) not earlier than three months prior to the applicable Permitted Acquisition); (B) the proceeds of Indebtedness permitted by Section 5.5(i) incurred concurrently with the applicable Permitted Acquisition; and (C) so long as the Payment Conditions are satisfied, cash on hand (including proceeds of Revolving Loans un...
Acquisitions; Loans and Investments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) purchase or acquire, or make any commitment to purchase or acquire, any Stock or Stock Equivalents or any obligations or other securities of, or any interest in, any Person, including the creation or formation of a Subsidiary, (ii) make or commit to make any Acquisition, or (iii) make or purchase, or commit to make or purchase, any advance, loan, extension of credit or capital contribution to, or any other investment in, any Person (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents;
(b) the Investments existing on the Effective Date and set forth in Schedule 5.4;
(c) loans or advances to employees of the Borrowers permitted under Section 5.6(c);
(d) Investments acquired in connection with the settlement of delinquent accounts receivable in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;
(e) Investments consisting of the redemption of Stock and Stock Equivalents of MediaCo permitted by Section 5.10(e);
(f) the Emmis Radio Acquisition;
(g) Investments in Loan Parties;
(h) Investments in Subsidiaries; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrowers are in compliance with the financial covenants set forth in Section 5.22, measured as of the last day of the Applicable Reference Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to, such Investment) and determined on a pro forma basis as if such Investment had occurred on the first day of such Applicable Reference Period;
(i) the Billboard Acquisition; and
(j) Permitted Acquisitions in an amount up to $10,000,000 (to the extent not funded with the proceeds of common Stock of MediaCo) in the aggregate in any Fiscal Year.
Acquisitions; Loans and Investments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to make, permit to remain outstanding, or hold any Investments, except:
(a) Investments in cash and Cash Equivalents;
(b) the Investments existing on the Closing Date and set forth in Schedule 5.4;
(c) loans or advances to employees of the Borrowers permitted under Section 5.6(c);
(d) Investments acquired in connection with the settlement of delinquent accounts receivable in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;
(e) Investments consisting of the redemption of Stock and Stock Equivalents of MediaCo permitted by Section 5.10(f);
(f) the Xxxxxxxx Acquisition;
(g) Investments in Loan Parties;
(h) non-cash Investments in connection with the Option Agreement; and
(i) Other Investments not otherwise permitted by this Section 5.4, in an amount not to exceed $500,000 in the aggregate in any Fiscal Year.
Acquisitions; Loans and Investments. No Credit Party shall purchase or acquire, or suffer or permit any of its Subsidiaries to purchase or acquire, or make any commitment therefor, any ownership interest in real property, capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisitions, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of any Credit Party (together, “Investments”), except for:
(a) Investments held by the Credit Party or any of its Subsidiaries in the form of Cash Equivalents maintained in a Depository Account that is subject to a Depository Account Control Agreement;
(b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;
(c) extensions of credit by any Credit Party to any other Credit Party, provided, however, that, (i) each Credit Party shall accurately record all intercompany transactions on its books and records; and (ii) at the time any such intercompany loan or advance is made by any Credit Party and after giving effect thereto, each such Credit Party shall be Solvent;
(d) loans by a Credit Party to any of its employees to facilitate the relocation of any such employee to a facility or office operated by a Credit Party, provided, that (i) the aggregate principal amount of all such loans outstanding at any time shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), and (ii) the maturity date for each such loan shall be no more than one year from the date such loan is advanced;
(e) Investments in real property owned as of December 31, 2014;
(f) Investments in real property acquired after December 31, 2014 that is useful in the operation of the business of Borrowers (not including corporate headquarters or other real property used solely for offices) so long as (i) at the time of making such Investment, no Default or Event of Default shall have occurred and be continuing, and (ii) such Investment does not cause the aggregate amount of all such Investments made after December 31, 2014 (excluding the Xxxxxx Acquisition) to exceed Five Million Dollars ($5,000,000) in the aggregate; provided that if such Investment were to cause Borrowers to exceed such $5,000,000 limit, the Investment shall be permitted if either (A) the amount of such Investment (together with any rel...
Acquisitions; Loans and Investments. The Company shall not, ----------------------------------- directly or indirectly, purchase or acquire, or permit any of its Subsidiaries to purchase or acquire (including an acquisition by merger), or make any commitment therefor, any capital stock, equity interest, assets, obligations or other securities of or any interest in, any Person, or make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including, without limitation, any Affiliates of the Company (an "Investment" or "Investments"), except for: ----------- -----------
(a) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;
(b) advances, loans or other extensions of credit by the Company to any of its wholly-owned Subsidiaries or by any of its wholly-owned Subsidiaries to another of its wholly-owned Subsidiaries of the Company in the ordinary course of business;
(c) purchases of, or investments in, the capital stock, equity interest, assets, obligations or other securities of, or interest in, Subsidiaries, joint ventures or other Persons, in each case which are engaged principally in the business of the purchasing, gathering, compression, transportation, distribution, marketing, or storage of natural gas and compressed natural gas, the exploration or production of natural gas or oil or the processing of natural gas liquids, the underground piping of natural gas distribution systems, or other natural gas-related businesses; provided that -------- such purchases or investments are not opposed by the board of directors or management of such Person; and
(d) Transactions not otherwise permitted by this Section 7.3 if at the ----------- time of, and after giving effect to, such extensions of credit and investments, the aggregate book value of all such extensions of credit and investments not otherwise permitted hereby does not exceed $25,000,000 in the aggregate.
Acquisitions; Loans and Investments. The Company shall not, directly or indirectly, purchase or acquire, or permit any of its Subsidiaries to purchase or acquire (including an acquisition by merger), or make any commitment therefor, any capital stock, equity interest, assets, obligations or other securities of or any interest in, any Person, or make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including, without limitation, any Affiliates of the Company (an "Investment" or "Investments"), except for:
(a) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;
(b) advances, loans or other extensions of credit by the Company to any of its wholly-owned Subsidiaries or by any of its wholly-owned Subsidiaries to another of its wholly-owned Subsidiaries of the Company in the ordinary course of business;
(c) purchases of, or investments in, the capital stock, equity interest, assets, obligations or other securities of, or interest in, Subsidiaries, joint ventures or other Persons, in each case which are engaged principally in the business of the purchasing, gathering, compression, transportation, distribution, marketing, or storage of natural gas and compressed natural gas, the exploration or production of natural gas or oil or the processing of natural gas liquids, the underground piping of natural gas distribution systems, or other natural gas-related businesses; provided that such purchases or investments are not opposed by the board of directors or management of such Person; and
(d) Transactions not otherwise permitted by this Section 7.3 if at the time of, and after giving effect to, such extensions of credit and investments, the aggregate book value of all such extensions of credit and investments not otherwise permitted hereby does not exceed $25,000,000 in the aggregate.
