Common use of Burdensome Agreements and Negative Pledges Clause in Contracts

Burdensome Agreements and Negative Pledges. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees or make other payments and distributions to any Loan Party or any of its Subsidiaries, except for those in the Facility Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets, whether now owned or hereafter acquired, in favor of Agent or any other Secured Party or prohibit or otherwise restrict the Disposition of any assets of any Loan Party or any of its Subsidiaries, except, in each case, (a) those set forth in the Facility Documents, (b) in connection with any document or instrument governing Liens permitted pursuant Section 7.3(k); provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens, (c) those imposed by Applicable Law, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or sublicensing or assignment of any licenses, of a Subsidiary, (d) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business (provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.12); (e) any Lien permitted by Section 7.3 restricting the transfer or encumbrance of the property subject thereto; (f) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.1 (provided that such restrictions and conditions were not implemented for the purposes of avoiding the limitations set forth in this Section 7.12); (g) customary provisions in partnership agreements, limited liability company agreements, organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person (provided, that such provision was not implemented for purposes of avoiding the limitations set forth in this Section 7.12); (i) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course

Burdensome Agreements and Negative Pledges. No Loan Note Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on (a) the ability of any Loan Note Party to create, incur, permit or Subsidiary suffer to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees or make other payments and distributions to any Loan Party or any of its Subsidiaries, except for those in the Facility Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the existence of exist any Lien upon any of its assets, whether now owned or hereafter acquired, in favor of the Collateral Agent or any other Secured Party, (b) the ability of any Note Party or prohibit or otherwise restrict the Disposition to Dispose of any assets of any Loan Note Party or any of its SubsidiariesSubsidiaries or (c) the ability of any Note Party to pay dividends or make any other distribution on any of such Note Party’s Stock or to or make other payments and distributions to any Note Party (any such agreement, excepta “Restrictive Agreement”), in each case, except for (ai) restrictions imposed by Applicable Laws and those set forth in the Facility Notes Documents, (bii) any Organizational Documents of an Note Party as in connection with any document or instrument governing Liens permitted pursuant Section 7.3(k); provided that any such restriction contained therein relates only to effect as of the asset or assets subject to such Permitted Liensdate hereof as set forth on Schedule 4.36, (c) those imposed by Applicable Law, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or sublicensing or assignment of any licenses, of a Subsidiary, (d) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business (provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.12); (e) any Lien permitted by Section 7.3 restricting the transfer or encumbrance of the property subject thereto; (fiii) customary restrictions and conditions contained in agreements relating to transactions permitted under Sections 4.25 and 4.28, (iv) restrictions and conditions (x) imposed by any agreement relating to any transaction Indebtedness permitted under by Section 7.1 4.29, (provided y) Investments permitted by Section 4.30, or (z) that is related to Liens on property or assets permitted pursuant to Section 4.27 so long as such restrictions and or conditions were not implemented for apply only to the purposes of avoiding the limitations set forth in this property or assets subject to such Lien permitted by Section 7.124.27); (gv) customary provisions any agreement or restriction or condition that applies to any Person that becomes a Subsidiary, or the assets or property of such Person, pursuant to a Permitted Acquisition so long as such agreement or restriction is in partnership agreements, limited liability company agreements, organizational governance documents, asset sale effect at the time of such Permitted Acquisition and stock sale agreements and other similar agreements it was not entered into solely in contemplation of such Permitted Acquisition and does not extend to any assets, properties or businesses other than those acquired pursuant to such Permitted Acquisition, (vi) any Restrictive Agreements set forth on Schedule 4.36, and (vii) in the ordinary course case of business that restrict the transfer of ownership interests in such partnershipsubclauses (a) and (b) above, limited liability company or similar person (provided, that such provision was not implemented for purposes of avoiding the limitations set forth in this Section 7.12); (i) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into contained in the ordinary coursedocuments governing any Permitted In-Licensing Agreements and Permitted Out-Licensing Agreement, in each case to the extent such restrictions are not prohibited by the definitions of such terms and are not otherwise prohibited under this Indenture.

Burdensome Agreements and Negative Pledges. No Loan Note Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on (a) the ability of any Loan Note Party to create, incur, permit or Subsidiary suffer to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees or make other payments and distributions to any Loan Party or any of its Subsidiaries, except for those in the Facility Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the existence of exist any Lien upon any of its assets, whether now owned or hereafter acquired, in favor of the Collateral Agent or any other Secured Party, (b) the ability of any Note Party or prohibit or otherwise restrict the Disposition to Dispose of any assets of any Loan Note Party or any of its SubsidiariesSubsidiaries or (c) the ability of any Note Party to pay dividends or make any other distribution on any of such Note Party’s Stock or to or make other payments and distributions to any Note Party (any such agreement, excepta “Restrictive Agreement”), in each case, except for (ai) restrictions imposed by Applicable Laws and those set forth in the Facility Notes Documents, (bii) any Organizational Documents of an Note Party as in connection with any document or instrument governing Liens permitted pursuant Section 7.3(k); provided that any such restriction contained therein relates only to effect as of the asset or assets subject to such Permitted Liensdate hereof as set forth on Schedule 4.36, (c) those imposed by Applicable Law, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or sublicensing or assignment of any licenses, of a Subsidiary, (d) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business (provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.12); (e) any Lien permitted by Section 7.3 restricting the transfer or encumbrance of the property subject thereto; (fiii) customary restrictions and conditions contained in agreements relating to transactions permitted under Sections 4.25 and 4.28, (iv) restrictions and conditions (x) imposed by any agreement relating to any transaction Indebtedness permitted under by Section 7.1 4.29, (provided y) Investments permitted by Section 4.30, or (z) that is related to Liens on property or assets permitted pursuant to Section 4.27 so long as such restrictions and or conditions were not implemented for apply only to the purposes of avoiding the limitations set forth in this property or assets subject to such Lien permitted by Section 7.124.27); (gv) any agreement or restriction or condition that applies to any Person that becomes a Subsidiary, or the assets or property of such Person, pursuant to a Permitted Acquisition so long as such agreement or restriction is in effect at the time of such Permitted Acquisition and it was not entered into solely in contemplation of such Permitted Acquisition and does not extend to any assets, properties or businesses other than those acquired pursuant to such Permitted Acquisition, (vi) any Restrictive Agreements set forth on Schedule 4.36, (vii) customary provisions in partnership agreementsleases, limited liability company agreements, organizational governance documents, asset sale and stock sale agreements licenses and other similar contracts restricting the assignment thereof, (viii) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnershipbusiness, limited liability company or similar person and (provided, that such provision was not implemented for purposes of avoiding the limitations set forth in this Section 7.12); (iix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary coursecase of subclauses (a) and (b) above, restrictions contained in the documents governing any Permitted In-Licensing Agreements and Permitted Out-Licensing Agreement, in each case to the extent such restrictions are not prohibited by the definitions of such terms and are not otherwise prohibited under this Indenture.

Burdensome Agreements and Negative Pledges. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees or make other payments and distributions to any Loan Party or any of its Subsidiaries, except for (a) those in the Facility Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets, whether now owned or hereafter acquired, in favor of Agent or any other Secured Party or prohibit or otherwise restrict the Disposition of any assets of any Loan Party or any of its Subsidiaries, except, in each case, (a) those set forth in the Facility Documents, ; (b) in connection with any document or instrument governing Liens permitted pursuant Section 7.3(k); provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens, (c) those imposed by Applicable Law, law; (dc) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or sublicensing or assignment of any licenses, of a Subsidiary, ; (d) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business (provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.127.9); (e) any Lien permitted by Section 7.3 7.2 restricting the transfer or encumbrance of the property subject thereto; (f) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.1 (provided that such restrictions and conditions were not implemented for the purposes of avoiding the limitations set forth in this Section 7.127.9); (g) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (h) customary provisions in partnership agreements, limited liability company agreements, organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person (provided, provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.127.9); (i) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary coursecourse of business; (j) any instrument governing any Qualifying Subordinated Debt, Permitted Acquisition Debt or Permitted Earn-Outs; and (k) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Facility Documents or the contracts, instruments or obligations referred to in clauses (a), (e), (g), (j) or (k) above; provided that such amendments or refinancings are no more restrictive in any material respect with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the ability of the Borrower and the other Loan Parties to make all payments of Obligations under the Facility Documents as and when due and payable or otherwise permitted to be paid.

Burdensome Agreements and Negative Pledges. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on (a) the ability of any Loan Party to create, incur, permit or Subsidiary suffer to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees or make other payments and distributions to any Loan Party or any of its Subsidiaries, except for those in the Facility Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any obligation prohibiting or otherwise restricting the existence of exist any Lien upon any of its assets, whether now owned or hereafter acquired, in favor of the Agent or any other Secured Party, (b) the ability of any Loan Party or prohibit or otherwise restrict the Disposition to Dispose of any assets of any Loan Party or any of its SubsidiariesSubsidiaries or (c) the ability of any Loan Party to pay dividends or make any other distribution on any of such Loan Party’s Stock or to or make other payments and distributions to any Loan Party (any such agreement, excepta “Restrictive Agreement”), in each case, except for (ai) restrictions imposed by 84 Applicable Laws and those set forth in the Facility Loan Documents, (bii) any Organizational Documents of an Loan Party as in connection with any document or instrument governing Liens permitted pursuant Section 7.3(k); provided that any such restriction contained therein relates only to effect as of the asset or assets subject to such Permitted Liensdate hereof as set forth on Schedule 4.36, (c) those imposed by Applicable Law, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or sublicensing or assignment of any licenses, of a Subsidiary, (d) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business (provided that such provision was not implemented for the purposes of avoiding the limitations set forth in this Section 7.12); (e) any Lien permitted by Section 7.3 restricting the transfer or encumbrance of the property subject thereto; (fiii) customary restrictions and conditions contained in agreements relating to transactions permitted under Sections 7.01 and 7.04, (iv) restrictions and conditions (x) imposed by any agreement relating to any transaction Indebtedness permitted under by Section 7.1 7.05, (provided y) Investments permitted by Section 7.06, or (z) that is related to Liens on property or assets permitted pursuant to Section 7.03 so long as such restrictions and or conditions were not implemented for apply only to the purposes of avoiding the limitations set forth in this property or assets subject to such Lien permitted by Section 7.127.03); (gv) [reserved], (vi) any Restrictive Agreements set forth on Schedule 4.36, (vii) customary provisions in partnership agreementsleases, limited liability company agreements, organizational governance documents, asset sale and stock sale agreements licenses and other similar contracts restricting the assignment thereof, (viii) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnershipbusiness, limited liability company or similar person and (provided, that such provision was not implemented for purposes of avoiding the limitations set forth in this Section 7.12); (iix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary coursecase of subclauses (a) and (b) above, restrictions contained in the documents governing any Permitted Licenses, Permitted In-Licensing Agreements and Permitted Out-Licensing Agreement, in each case to the extent such restrictions are not prohibited by the definitions of such terms and are not otherwise prohibited under this Agreement.