Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party or (c) the Parent or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person (other than any Excluded Property) to secure the Obligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of Except for provisions in (a) the 2010 Senior Notes Indenture (and in any Subsidiary to make Restricted Payments to indenture or other agreement governing any Loan Partyrefinancing, refunding, renewal or extension permitted herein of the Debt evidenced by the 2010 Senior Notes Indenture; provided that such provisions are not materially more restrictive than those in this Agreement or the 2010 Senior Notes Indenture as in effect on the Closing Date), (b) the 2016 Senior Notes Indenture (and in any Domestic Subsidiary to Guarantee indenture or other agreement governing any refinancing, refunding, renewal or extension permitted herein of the Debt of any Loan Party evidenced by the 2016 Senior Notes Indenture; provided that such provisions are not materially more restrictive than those in this Agreement or the 2016 Senior Notes Indenture as in effect on the Closing Date), and (c) the Parent CIECO Credit Agreement (and in any credit agreement or other agreement governing any other Loan Party to refinancing, refunding, renewal or extension permitted herein of the Debt evidenced by the CIECO Credit Agreement; provided that such provisions are not materially more restrictive than those in this Agreement or the CIECO Credit Agreement as in effect on the Closing Date), the Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist Liens on property of such Person any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any Excluded way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property) , whether now owned or hereafter acquired, to secure the ObligationsObligations or restricts any Subsidiary from paying dividends or otherwise transferring Property to the Borrower, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing this Section shall not apply to (A) prohibitions, encumbrances prohibit any negative pledge incurred or restrictions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) provided in the case favor of any Subsidiary that is not a Wholly-Owned Subsidiary holder of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l6.02(c) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only of this Agreement to the assets securing extent any such negative pledge relates solely to the property financed by such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibitionNo Loan Party shall, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of nor shall any Loan Party or (c) the Parent or permit any other Loan Party to of its Subsidiaries to, create, incur, assume or suffer permit to exist Liens any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on property any of such Person (other than any Excluded its Property) , whether now owned or hereafter acquired, to secure the ObligationsSecured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing shall not apply to (Aa) prohibitionsrestrictions in this Agreement, encumbrances in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed by Legal Requirements on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any Loan Documentcontract, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt understanding related to the Liens permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and under clause (b) of Section 6.01 so long as such restriction only applies to the foregoing shall not apply Property permitted under such clause to be encumbered by such Liens, (Ac) customary prohibitionsrestrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, encumbrances and (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in agreements relating to the disposition software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a Subsidiaryleasehold interest (other than any Oil and Gas Property) of any Loan Party, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances (g) customary prohibitions or restrictions apply only to the Subsidiaryin joint venture agreements entered into in connection with joint ventures, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (Bh) prohibitions, encumbrances and customary restrictions imposed by agreements relating agreements, contracts or understandings related to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries Liens permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d6.01(r), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) the Borrower or any Domestic Subsidiary to Guarantee the Debt Obligations of any Loan Party or (c) the Parent Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person (other than any Excluded Property) to secure the Obligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements Requirements, or by any Loan Document, Document or any ABL Document (so long as not more onerous in any material respect than those set forth in the ABL Documents as of the Closing Date) and (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Wholly Owned Subsidiary of the ParentBorrower, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, ; provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, ; provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m6.02(k), ; provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, ; provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.to
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist The Borrower shall not, and shall not permit any prohibitionof its Subsidiaries to, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party or (c) the Parent or any other Loan Party to create, incur, assume or suffer permit to exist Liens any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on property any of such Person (other than any Excluded its Property) , whether now owned or hereafter acquired, in favor of the Collateral Agent to secure the ObligationsObligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing shall not apply to to: (Aa) prohibitions, encumbrances restrictions in this Agreement or restrictions imposed by Legal Requirements or by any other Loan Document, (Bb) prohibitionsrestrictions in the Existing Debt Documents as in effect on the Closing Date, encumbrances or (c) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any contract, agreement or document understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (d) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (e) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (f) customary prohibitions on assignment of rights contained in software license agreements, (g) customary provisions restricting subletting or assignment of any lease governing or evidencing a leasehold interest of any other Debt permitted by Section 6.02(h)Loan Party, and (Ch) prohibitions or restrictions in joint venture agreements or agreements entered into in connection with joint ventures with respect to the case transfer of, or the making of dividends or distributions with respect to, Equity Interests in any joint venture, or with respect to the transfer of or other encumbrance with respect to Property that is the subject of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests agreements entered into in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunderconnection therewith.
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Samples: Credit Agreement (CVR Energy Inc)
Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) the Borrower or any Domestic Subsidiary to Guarantee the Debt Obligations of any Loan Party or (c) the Parent Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person (other than any Excluded Property) to secure the Obligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements Requirements, or by any Loan Document, Document or any ABL Document (so long as not more onerous in any material respect than those set forth in the ABL Documents as of the Closing Date) and (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the ParentBorrower, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m6.02(k), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist The Borrower shall not, nor shall it permit any prohibitionof its Subsidiaries to, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party or (c) the Parent or any other Loan Party to create, incur, assume or suffer permit to exist Liens on property of such Person any contract, agreement or understanding (other than this Agreement, the Security Instruments, and the Subordinated Loan Documents) which in any Excluded way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property) , whether now owned or hereafter acquired, to secure the ObligationsObligations or restricts any Subsidiary from paying dividends to the Borrower, or that requires the consent of or notice to other Persons in connection therewith; provided, however, provided that (i) the foregoing shall not apply to (Ai) prohibitions, encumbrances or restrictions and conditions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such SubsidiaryRequirements, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to other secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) this Agreement if such restrictions or 6.01(m), provided that such prohibitions, encumbrances or restrictions conditions apply only to the assets Property securing such Debt, (iii) restrictions on the sublease, assignment or transfer of any Property that is subject to a lease, license or similar contract (Bother than a lease, license or similar contract covering or related to Oil and Gas Properties of the Borrower and its Subsidiaries) customary provisions in licenses, leases and other agreements restricting or the assignment thereof or encumbrance transfer of any rights such lease, license or interests thereundercontract (other than a lease, license or similar contract covering or related to any Oil and Gas Properties of the Borrower and its Subsidiaries), and (iv) any restriction with respect to the transfer of any Property of Borrower or any of its Subsidiaries imposed pursuant to an agreement entered into by such Person in connection with a proposed sale of such Property pending the closing of such sale.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist Holdings and the Borrower shall not, and shall not permit any prohibitionof their respective Restricted Subsidiaries to, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party or (c) the Parent or any other Loan Party to create, incur, assume or suffer permit to exist Liens any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on property any of such Person (other than any Excluded its Property) , whether now owned or hereafter acquired, to secure the ObligationsObligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing shall not apply to to: (Aa) prohibitionsrestrictions in this Agreement, encumbrances any other Loan Document or restrictions imposed by Legal Requirements or by in any First Lien Loan Document, (Bb) prohibitionscustomary restrictions imposed on the granting, encumbrances conveying, creation or imposition of any Lien on any Property of the Borrower or its Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 [Liens, Etc] so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party and (g) prohibitions or restrictions imposed by the in joint venture agreements or documents governing agreements entered into in connection with joint ventures with respect to the transfer of, or evidencing the 6.5% Convertible Senior Notes making of dividends or distributions with respect to, Equity Interests in any agreement joint venture, or document governing with respect to the transfer of or evidencing any other Debt permitted by Section 6.02(h), and (C) in encumbrance with respect to Property that is the case subject of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests agreements entered into in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunderconnection therewith.
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Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan PartyObligor, (b) any Domestic U.S. Subsidiary or Canadian Subsidiary to Guarantee guaranty the Debt Obligations of any Loan Party Obligor or any Canadian Domiciled Obligor, respectively, or (c) the Parent or any other Loan Party Obligor to create, incur, assume or suffer to exist Liens on property Property of such Person (other than any Excluded Property) to secure the Obligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements Applicable Law or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing Term Loan Documents (so long as not more onerous in any material respect than those set forth in the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(hTerm Loan Documents as of the Closing Date), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Organic Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.0410.2.4, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m10.2.2(k), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries not organized under the laws of the U.S. or Canada and permitted under Section 6.0210.2.2, provided that such restrictions and conditions apply only to Foreign such Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d10.2.1(d), 6.01(e10.2.1(e), 6.01(f10.2.1(g), 6.01(g10.2.1(j), 6.01(h), 6.01(l10.2.1(k) or 6.01(m10.2.1(l), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Willbros Group, Inc.\NEW\)
Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist Holdings and the Borrower shall not, and shall not permit any prohibitionof its Restricted Subsidiaries to, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of any Loan Party or (c) the Parent or any other Loan Party to create, incur, assume or suffer permit to exist Liens any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on property any of such Person (other than any Excluded its Property) , whether now owned or hereafter acquired, to secure the ObligationsObligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing shall not apply to to: (Aa) prohibitionsrestrictions in this Agreement, encumbrances any other Loan Document or restrictions imposed by Legal Requirements or by in any First Lien Loan Document, (Bb) prohibitionscustomary restrictions imposed on the granting, encumbrances conveying, creation or imposition of any Lien on any Property of the Borrower or its Restricted Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) and clause (r) of Section 6.01 so long as such restriction only applies to the Property permitted under such clauses to be encumbered by such Liens, (c) customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of any Loan Party and (g) prohibitions or restrictions imposed by the in joint venture agreements or documents governing agreements entered into in connection with joint ventures with respect to the transfer of, or evidencing the 6.5% Convertible Senior Notes making of dividends or distributions with respect to, Equity Interests in any agreement joint venture, or document governing with respect to the transfer of or evidencing any other Debt permitted by Section 6.02(h), and (C) in encumbrance with respect to Property that is the case subject of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests agreements entered into in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunderconnection therewith.
Appears in 1 contract
Agreements Restricting Liens and Distributions. Create Except as set forth on Schedule 6.9, the Borrower shall not, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts (a) the ability of (a) any Subsidiary to (i) pay dividends or make Restricted Payments other distributions or pay any Intercompany Debt, (ii) make loans or advances to the Borrower or any Loan PartySubsidiary of the Borrower, or (iii) transfer any of its Properties to the Borrower or any Subsidiary of the Borrower or (b) any Domestic Subsidiary to Guarantee the Debt ability of any Loan Party or (c) the Parent Borrower or any other Loan Party Subsidiary of the Borrower to create, incur, assume or suffer to exist Liens on property of such Person (other than any Excluded Property) Lien upon its Property to secure the Obligations or to become a guarantor of the Obligations; provided, however, that other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the foregoing shall not apply other Credit Documents; (ii) applicable Legal Requirements; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (Av) prohibitions, encumbrances or restrictions imposed by Legal Requirements or by any Loan Document, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt Liens permitted by Section 6.02(h), 6.1 and (C) prohibitions and restrictions set forth in any documents or instruments governing the case terms of any Subsidiary that is not a Wholly-Owned Subsidiary of the ParentDebt or other obligations secured by any such Liens; provided that, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances prohibitions or restrictions apply only to the SubsidiaryProperty subject to such Liens; and (vi) any extension, renewal, refinancing, refunding or the business unitreplacement (or successive extensions, divisionrenewals, product line refinancings, refundings or line of businessreplacements), that is to be sold and such disposition is permitted by Section 6.04in whole or in part, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at agreement existing on or before the time Closing Date that established any such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m)prohibition, provided that such restrictions and conditions apply only to such Subsidiary, encumbrance or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunderrestriction.
Appears in 1 contract
Samples: Revolving Credit Agreement (McDermott International Inc)
Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) any Domestic Subsidiary to Guarantee the Debt of NoNeither Holdings nor any Loan Party or (c) the Parent or shall, nor shall any other Loan Party to Partyit permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist Liens any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on property any of such Person (other than any Excluded its Property) , whether now owned or hereafter acquired, to secure the ObligationsSecured Obligations or restricts any Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection therewith; provided, however, that (i) the foregoing shall not apply to (Aa) prohibitionsrestrictions in this Agreement, encumbrances in any other Loan Document or in any Second Lien Loan Document or in any Senior Unsecured Note Document (with respect to amounts of senior secured Indebtedness), (b) customary restrictions imposed by Legal Requirements on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower or its Subsidiaries imposed by any Loan Documentcontract, (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt understanding related to the Liens permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of the Parent, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and under clause (b) of Section 6.01 so long as such restriction only applies to the foregoing shall not apply Property permitted under such clause to be encumbered by such Liens, (Ac) customary prohibitionsrestrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder pending the consummation of such sale or disposition, encumbrances and (d) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such lease, license or contract, (e) customary prohibitions on assignment of rights contained in agreements relating to the disposition software license agreements, (f) customary provisions restricting subletting or assignment of any lease governing a Subsidiaryleasehold interest (other than any Oil and Gas Property) of any Loan Party, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, encumbrances (g) customary prohibitions or restrictions apply only to the Subsidiaryin joint venture agreements entered into in connection with joint ventures, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (Bh) prohibitions, encumbrances and customary restrictions imposed by agreements relating agreements, contracts or understandings related to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m), provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries Liens permitted under Section 6.02, provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d6.01(r), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
Appears in 1 contract
Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability of (a) any Subsidiary to make Restricted Payments to any Loan Party, (b) the Borrower or any Domestic Subsidiary to Guarantee the Debt Obligations of any Loan Party or (c) the Parent Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person (other than any Excluded Property) to secure the Obligations; provided, however, that (i) the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by Legal Requirements Requirements, or by any Loan Document, Document or any ABL Document 107 (so long as not more onerous in any material respect than those set forth in the ABL Documents as of the Closing Date) and (B) prohibitions, encumbrances or restrictions imposed by the agreements or documents governing or evidencing the 6.5% Convertible Senior Notes or any agreement or document governing or evidencing any other Debt permitted by Section 6.02(h), and (C) in the case of any Subsidiary that is not a Wholly-Wholly Owned Subsidiary of the ParentBorrower, prohibitions, encumbrances or restrictions imposed by its Organizational Documents or any related joint venture or similar agreement, ; provided that such prohibitions, encumbrances or restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clauses (a) and (b) of the foregoing shall not apply to (A) customary prohibitions, encumbrances and restrictions contained in agreements relating to the disposition of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, ; provided that such prohibitions, encumbrances or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such disposition is permitted by Section 6.04, (B) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt or other obligations of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.02(m6.02(k), ; provided that such restrictions and conditions apply only to such Subsidiary, or (C) prohibitions, encumbrances and restrictions imposed by agreements relating to Debt of Foreign Subsidiaries permitted under Section 6.02, ; provided that such restrictions and conditions apply only to Foreign Subsidiaries, and (iii) clause (c) of the foregoing shall not apply to (A) prohibitions, encumbrances or restrictions imposed by any agreement relating to secured Debt permitted by Section 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(l) or 6.01(m), ; provided that such prohibitions, encumbrances or restrictions apply only to the assets securing such Debt, or (B) customary provisions in licenses, leases and other agreements restricting the assignment thereof or encumbrance of any rights or interests thereunder.
Appears in 1 contract
