Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 5 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents, (B) any agreement governing Indebtedness incurred pursuant to Section 7.2(v) or (C) any agreement governing Permitted Refinancing in respect of the Loans or any Indebtedness incurred pursuant to Section 7.2(v), in each case so long as any such agreement is not more restrictive than the Loan Documents and such Indebtedness, as applicable, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restriction under any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that Restricted Subsidiary becomes a Restricted Subsidiary or is merged of the Borrower, so long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumed, scope of any restriction contemplated by this Section 7.14 contained therein or (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only are limited to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, subleases, licenses and other contracts entered into in or sublicenses, as the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesscase may be.
Appears in 5 contracts
Samples: Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)Holdings, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement applies only to such Subsidiary, was not created entered into solely in anticipation contemplation of such acquisitionPerson becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, (xiivi) customary provisions limiting the disposition any restriction pursuant to any document, agreement or distribution of assets instrument governing or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with relating to any Investment Lien permitted under Section 8.77.2(i), which limitation is applicable Section 7.3(c), (d), (f), (g), (i), (l) (m), (n), (r), (s), (t) and (v) (provided that any such restriction relates only to the assets that are the or property subject of to such agreementsLien or being Disposed), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvvii) restrictions any restriction set forth on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSchedule 7.17(vii).
Appears in 5 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Restricted Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other a Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:
(i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents Documents;
(ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, ;
(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall not apply assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions and conditions contained under any agreement listed on Schedule 6.09 as in agreements effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided Closing Date that such agreements exist at existed prior to the time such Person becomes became a Restricted Subsidiary or Subsidiary; provided that such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), acquisition;
(vi) restrictions and conditions existing on any other instrument or agreement entered into after the Closing Date (that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), Loans;
(vii) encumbrances or restrictions existing under or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions reason of applicable law, regulation or conditions apply only to the property or assets subject to such permitted Lien, order;
(viii) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement contract or lease entered into in the ordinary course of business, ;
(xivix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or restrictions relating to any Governmental Authority Lien on any asset or arising property at the time of acquisition of such asset or property by reason the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of applicable Lawownership interests in such partnership, rulelimited liability company, regulation joint venture, corporation or order similar Person;
(xiii) encumbrances or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customerssuppliers, suppliers customers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired;
(xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;
(xvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;
(xvii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(xviii) encumbrances or restrictions imposed by the Senior Notes; and
(xix) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.
Appears in 4 contracts
Samples: Incremental Assumption Agreement (Match Group, Inc.), Credit Agreement (Match Group, Inc.), Credit Agreement (Iac/Interactivecorp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) the foregoing shall restrictions which are not apply to restrictions and conditions more restrictive than those contained in agreements of this Agreement contained in any Person that becomes a Restricted Subsidiary or is merged into or consolidated documents governing any Indebtedness incurred in accordance with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition provisions of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedthis Agreement, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as documents relating to joint ventures to the restrictions set forth therein extent that such joint ventures are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsnot prohibited hereunder, (v) any agreements governing any purchase money Liens agreement in effect at the time a Person became a Subsidiary or Capital Lease Obligations otherwise assets are first acquired pursuant to an Investment permitted hereby under Section 7.7, so long as (x) such agreement was not entered into solely in which case, any prohibition contemplation of such Investment and (y) such encumbrance or limitation shall restriction applies only be effective against the assets financed thereby)to such Person and assets, (vi) restrictions any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and conditions existing on the Closing Date its assets or any Subsidiary of such Foreign Subsidiary and (and on the Acquisition Effective Date vii) with respect to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter restrictions in clause (but not to any amendment or modification expanding the scope or duration of any such restriction or conditionc), (viix) restrictions or conditions imposed by any agreement relating to Liens secured debt permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted Liendebt, and (viiiy) customary provisions in leases, licenses and or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein; provided that loans made by the Borrower or any Subsidiary to any other contracts entered into in Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely lenders to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSecuritization Entity.
Appears in 4 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary other agreements, or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), thereby (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)Borrower, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement applies only to such Subsidiary, was not created entered into solely in anticipation contemplation of such acquisitionPerson becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, or (xiivi) customary provisions limiting the disposition any restriction pursuant to any document, agreement or distribution of assets instrument governing or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with relating to any Investment Lien permitted under Section 8.77.3(c), which limitation is applicable (m) and (n) (provided that any such restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 4 contracts
Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) the foregoing shall restrictions which are not apply to restrictions and conditions more restrictive than those contained in agreements of this Agreement contained in any Person that becomes a Restricted Subsidiary or is merged into or consolidated documents governing any Indebtedness incurred in accordance with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition provisions of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedthis Agreement, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as documents relating to joint ventures to the restrictions set forth therein extent that such joint ventures are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsnot prohibited hereunder, (v) any agreements governing any purchase money Liens agreement in effect at the time a Person became a Subsidiary or Capital Lease Obligations otherwise assets are first acquired pursuant to an Investment permitted hereby under Section 7.7, so long as (x) such agreement was not entered into solely in which case, any prohibition contemplation of such Investment and (y) such encumbrance or limitation shall restriction applies only be effective against the assets financed thereby)to such Person and assets, (vi) restrictions any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and conditions existing on the Closing Date its assets or any Subsidiary of such Foreign Subsidiary; (and on the Acquisition Effective Date vii) with respect to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter restrictions in clause (but not to any amendment or modification expanding the scope or duration of any such restriction or conditionc), (viix) restrictions or conditions imposed by any agreement relating to Liens secured debt permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted Liendebt, and (viiiy) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivviii) restrictions imposed by any Governmental Authority agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or arising any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by reason the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) a Securitization Entity may be subject to customary repayment restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesslenders to such Securitization Entity.
Appears in 4 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) any restriction pursuant to a Permitted Securitization Financing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the foregoing shall Loan Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not apply likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions and conditions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is merged into permitted under Section 7.2(f) or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (l) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are Indebtedness was not created or incurred in contemplation of or in connection with such Person becoming a Restricted acquisition and such restrictions apply only to such acquired Subsidiary or the agreements being assumedand its Subsidiaries, (ivvi) any restrictions set forth contained in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as the such restrictions set forth therein are not, taken as a whole, materially no more restrictive onerous in any material respect than the corresponding provisions those contained in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by contained in any QPC Indenture as in effect on the Restatement Effective Date, (viii) [reserved], (ix) customary restrictions in an agreement relating to Liens Dispose of assets in a transaction permitted by this Agreement but solely under Section 7.5 to the extent that such restrictions or conditions apply only to the property or assets subject restriction applies solely to such permitted Lienassets, (viiix) customary anti-assignment provisions in leases, leases and licenses and other contracts entered into in the ordinary course of business restricting the assignment thereofor as required in any franchise permit, and (ixxi) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi7.2(d) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the extent prohibiting transfers of the assets that are the subject of financed with such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 4 contracts
Samples: Credit Agreement (Cco Holdings Capital Corp), Restatement Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Cco Holdings LLC)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Restricted Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all terms of the Capital Stock or assets of such Restricted Subsidiaryinstruments governing the Accounts Receivable Financing, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements Requirements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedLaw, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as existing on the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan DocumentsClosing Date, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date restriction relating to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Indebtedness of any such restriction or condition), Subsidiary and existing at the time it became a Subsidiary (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitionPerson becoming a Subsidiary), (xiivi) any restrictions that result from the refinancing of Indebtedness (provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced) and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions limiting the disposition restricting subletting or distribution assignment of assets leases or property customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in limiting the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject transfer of such agreements, (xiii) customary provisions restricting assignment property pending the closing of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssuch sale.
Appears in 4 contracts
Samples: Credit Agreement (Westar Energy Inc /Ks), Second Extension Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the ABL Loan Documents or by reason of the Unsecured Notes Documents, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any ABL Loans, any Unsecured Notes or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the ABL Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply any encumbrance or restriction applicable to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumedscope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as such restrictions are limited to the restrictions set forth therein are notproperty or assets subject to such leases, taken subleases, licenses or sublicenses, as a whole, materially more restrictive than the corresponding provisions in the Loan Documentscase may be, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) customary restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date contained in agreements relating to the extent Schedule 8.14 sale of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to a Restricted Subsidiary or any amendment or modification expanding the scope or duration of any assets pending such restriction or condition)sale, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets subject that is to be sold and such sale is permitted Lienhereunder, (vi) consensual arrangements with insurance regulators with respect to the Insurance Subsidiary, (vii) (A) restrictions imposed by applicable law and (B) contractual encumbrances or restrictions in effect on the Closing Date and listed on Schedule 7.14, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreementsbusiness, (xiiiix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivx) restrictions imposed customary net worth provisions contained in real property leases entered into by any Governmental Authority or arising by reason the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of applicable Lawthe Group Members to meet their ongoing obligations, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness and (xii) customary prohibitions, conditions and restrictions (as determined by the Borrower in good faith) contained in agreements and documents relating to any Qualified Securitization Transaction.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)
Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 6.8,6.8 (and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are no more restrictive than those contained in the agreement to which it is a successor) enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Guarantor or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Applicant or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Guarantor or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Restricted SubsidiarySubsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement, and (iii) any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that becomes a Restricted Subsidiary of Guarantor (including by way of merger or is merged into or consolidated with the Borrower or consolidation); provided that (x) and any Restricted Subsidiary or agreements assumed from any Person successor agreement thereto in connection with the acquisition replacement or refinancing thereof; provided, that the provisions of assets by such successor agreement, when taken as a whole, are no more restrictive than those contained in the Borrower or any Restricted Subsidiary agreement to which it is a successor; and provided further, that such agreement was not entered into in contemplation of such Person after becoming a Subsidiary and (y) such restrictions apply only to the date hereof, provided that property or assets of such agreements exist Person and its respective Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedGuarantor, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions solely in the Loan Documentscase of clause (c) above, (v) any agreements agreement governing any purchase money Liens or Capital Lease Obligations capital lease obligationsLien otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed financedcovered thereby)) and (v) solely in the case of clause (c) above, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 4 contracts
Samples: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting Holdings and its Subsidiaries to meet their ongoing obligations under the assignment thereofLoan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or (xii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (o), (s) and (t) (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).
Appears in 4 contracts
Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the Second Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the Second Lien Loans, so long as any such restriction included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable restriction included in the Second Lien Loan Documents) or (B) any agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restriction under any agreement in effect at the foregoing shall time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not apply entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.15 contained therein, (iv) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be or (v) customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property Restricted Subsidiary or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which that is not a Loan Party governing Indebtedness permitted to be incurred or sold and such sale is permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesshereunder.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Bioventus Inc.), First Lien Credit Agreement (Bioventus Inc.), First Lien Credit Agreement (Bioventus Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the foregoing shall encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not apply cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens the Disposition of any property permitted by this Agreement but solely to Section 8.5 pending the extent that consummation of such restrictions or conditions apply only to the property or assets subject to such permitted LienDisposition, (viiixii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into encumbrance or restriction in the ordinary course of business, (xiv) restrictions imposed by agreements related to any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessPermitted Securitization.
Appears in 3 contracts
Samples: Credit Agreement (Carbuyco, LLC), Credit Agreement (Auto Disposal of Memphis, Inc.), Credit Agreement (Adesa California, LLC)
Clauses Restricting Subsidiary Distributions. Enter The Company will not, and will not permit any Restricted Subsidiary, to enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Restricted Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Restricted Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Restricted Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Note Documents, (ii) any restrictions or conditions imposed by any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority, (iii) customary restrictions and conditions contained in licenses, leases and franchise agreements, (iv) restrictions or conditions in respect of transfers or distributions affecting property or assets subject to a Lien permitted under Section 10.5, (v) restrictions or conditions contained in instruments and agreements evidencing Indebtedness for borrowed money permitted to be incurred under Section 10.4, that are taken as a whole no more restrictive than such restrictions and conditions contained in this Agreement, (vi) restrictions or conditions contained in (A) any joint venture agreements, partnership agreements and other agreements relating to any Joint Venture, provided such restrictions or conditions apply only to the assets or property owned by such Joint Venture or (B) any instruments or agreements evidencing third party Indebtedness for borrowed money incurred by any Joint Venture, provided that such restrictions apply only to the assets or property owned by such Joint Venture and such Indebtedness is not otherwise prohibited by this Agreement, (vii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions Subsidiary and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions restrictions contained in leasesany documents relating to any Securitizations, licenses provided such restrictions only apply to the applicable Securitization Vehicle and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of its assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSecuritization Assets.
Appears in 3 contracts
Samples: Private Shelf Agreement (MSC Industrial Direct Co Inc), Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc), Note Purchase Agreement (MSC Industrial Direct Co Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Restatement Effective Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the foregoing shall encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not apply cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Restatement Effective Date, (xi) customary restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens the Disposition of any property permitted by this Agreement but solely to Section 8.5 pending the extent that consummation of such restrictions or conditions apply only to the property or assets subject to such permitted LienDisposition, (viiixii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureventures, (xxiii) any agreement encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to be incurred or the sale of any property permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation 8.5 pending the consummation of such acquisition, sale and (xiixvi) customary provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability company organizational governance documents, asset sale agreements, sale-leaseback agreements, and stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, (xiv) restrictions imposed by any Governmental Authority limited liability company or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar person.
Appears in 3 contracts
Samples: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Incremental Commitment Agreement (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, (iii) restrictions under any agreement governing Capital Lease Obligations or Indebtedness secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) restrictions under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not apply to increased above the amount outstanding on the Closing Date and the relevant restrictions are not made more restrictive after the Closing Date and conditions contained in agreements (v) restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with after the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with Closing Date that existed prior to the acquisition of assets by the Borrower or any Restricted Subsidiary of time such Person after the date hereofbecame a Restricted Subsidiary, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary acquisition, and any replacement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness refinancing thereof so long as the restrictions set forth therein are not, taken as a whole, materially not made more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessrestrictive.
Appears in 3 contracts
Samples: Credit Agreement (QVC Inc), Credit Agreement (Affiliate Investment, Inc.), Credit Agreement (Liberty Media Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedapplicable law, (iv) customary provisions restricting subletting or assignment of any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as lease governing a whole, materially more restrictive than the corresponding provisions in the Loan Documentsleasehold interest of a Subsidiary, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise Lien permitted hereby (in which case, any prohibition or limitation shall only be effective against by Section 8.3 restricting the assets financed thereby)transfer of the property subject thereto, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leasespartnership agreements, licenses limited liability company organizational governance documents, asset sales and stock sale agreements and other contracts similar agreements entered into in the ordinary course of business restricting that restrict the assignment thereoftransfer of ownership interests in such partnership, limited liability company or similar person, (ixvii) customary any encumbrances or restrictions in joint venture agreements and other similar agreements applicable to joint ventures imposed by any amendments or refinancings that are otherwise permitted hereunder and applicable solely by this Agreement or the Loan Documents; provided that such amendments or refinancings are no more materially restrictive with respect to such joint ventureencumbrances and restrictions than those prior to such amendment or refinancings, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiiiviii) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business, (xivix) customary restrictions imposed by and conditions contained in any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or agreement relating to the terms Disposition of any licenseproperty permitted under Section 8.5 pending the consummation of such sale, authorization(x) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, concession so long as such agreement was not entered into in connection with or permit or in contemplation of such person becoming a Subsidiary of such Borrower, (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.
Appears in 3 contracts
Samples: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (or any agreement governing any Permitted Refinancing in respect of the Term Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the foregoing shall not apply to restrictions and conditions Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any Person Indebtedness or other obligations secured by any such Liens; provided that becomes such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or is merged into or consolidated with the Borrower or any Indebtedness incurred by such Restricted Subsidiary on or agreements assumed from any Person in connection with prior to the acquisition of assets by the Borrower or any date on which such Restricted Subsidiary of was acquired by New Holdings and outstanding on such Person after the date hereof, provided that as long as such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (ivix) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility customary restriction on cash or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any other deposits imposed under agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions or net worth provisions in joint venture agreements leases and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureentered into in the ordinary course of business, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted provisions with respect to be incurred or permitted to exist under Section 8.2(t)dividends, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by subsection 8.2 if such restrictions are no more restrictive to New Holdings and its Restricted Subsidiaries than those contained under this Agreement.
Appears in 3 contracts
Samples: Term Loan Exchange Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) the foregoing shall restrictions which are not apply to restrictions and conditions more restrictive than those contained in agreements of this Agreement contained in any Person that becomes a Restricted Subsidiary or is merged into or consolidated documents governing any Indebtedness incurred in accordance with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition provisions of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedthis Agreement, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as documents relating to joint ventures to the restrictions set forth therein extent that such joint ventures are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsnot prohibited hereunder, (v) any agreements governing any purchase money Liens agreement in effect at the time a Person became a Subsidiary or Capital Lease Obligations otherwise assets are first acquired pursuant to an Investment permitted hereby under Section 7.7, so long as (x) such agreement was not entered into solely in which case, any prohibition contemplation of such Investment and (y) such encumbrance or limitation shall restriction applies only be effective against the assets financed thereby)to such Person and assets, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the extent Schedule 8.14 assets of such Foreign Subsidiary or any Subsidiary of such Foreign Subsidiary and (vii) with respect to the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter restrictions in clause (but not to any amendment or modification expanding the scope or duration of any such restriction or conditionc), (viix) restrictions or conditions imposed by any agreement relating to Liens secured debt permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted Liendebt, and (viiiy) customary provisions in leases, licenses and or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein; provided that loans made by the Borrower or any Subsidiary to any other contracts entered into in Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely lenders to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSecuritization Entity.
Appears in 3 contracts
Samples: Incremental Facilities Agreement (Avis Budget Group, Inc.), Incremental Tranche B Term Facility Agreement (Avis Budget Group, Inc.), Senior Interim Loan Agreement (Avis Budget Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Restricted Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all terms of the Capital Stock or assets of such Restricted Subsidiaryinstruments governing the Accounts Receivable Financing, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements Requirements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedLaw, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as existing on the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan DocumentsClosing Date, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date restriction relating to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Indebtedness of any such restriction or condition), Subsidiary and existing at the time it became a Subsidiary (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitionPerson becoming a Subsidiary), (xiivi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions limiting the disposition restricting subletting or distribution assignment of assets leases or property customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in limiting the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject transfer of such agreements, (xiii) customary provisions restricting assignment property pending the closing of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssuch sale.
Appears in 3 contracts
Samples: Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 6.8 (and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are no more restrictive those contained in the agreement to which it is a successor), enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Restricted SubsidiarySubsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement, (iii) any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that becomes a Restricted Subsidiary or is merged into or consolidated with of the Borrower (including by way of merger or consolidation) and any Restricted Subsidiary or agreements assumed from any Person successor agreement thereto in connection with the acquisition of assets by replacement or refinancing thereof; provided, that the Borrower or any Restricted Subsidiary provisions of such Person after the date hereofsuccessor agreement, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, when taken as a whole, materially are no more restrictive than the corresponding provisions those contained in the Loan Documentsagreement to which it is a successor; and provided further, that such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (viv) solely in the case of clause (c) above, any agreements agreement governing any purchase money Liens or Capital Lease Obligations Lien otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed covered thereby)) and (v) solely in the case of clause (c) above, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Agl Resources Inc), Credit Agreement (Northern Illinois Gas Co /Il/ /New/), Credit Agreement (Nicor Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Restricted Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents or the Material Documents (and any future agreements with restrictions no more burdensome, in the good faith determination of the Borrowers, than those contained in any of the foregoing); (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Restricted Subsidiary, ; (iii) the foregoing shall not apply to restrictions and conditions provisions contained in agreements any agreement governing indebtedness existing as of the Effective Date (and in any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary refinancing of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially no more restrictive than the corresponding provisions those contained in the Loan Documents, respective existing indebtedness); (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiiiiv) customary provisions restricting subletting or assignment of any agreement lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (xivv) customary restrictions imposed and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Governmental Authority Borrower or arising by reason of applicable Law, rule, regulation or order or the terms any Subsidiary of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions in respect of the REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other restrictions as the Borrowers and Agent may agree.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Sears Holdings Corp), Term Loan Credit Agreement (Sears Holdings Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings other than a Loan Party or Sears Canada and its Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Restricted Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Restricted Subsidiary, ; (iii) the foregoing shall not apply to restrictions and conditions provisions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or existing indebtedness (and in any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary refinancing of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially no more restrictive than the corresponding provisions those contained in the Loan Documents, respective existing indebtedness so refinanced); (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiiiiv) customary provisions restricting subletting or assignment of any agreement lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (xivv) customary restrictions imposed and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Governmental Authority Borrower or arising by reason of applicable Law, rule, regulation or order or the terms any Subsidiary of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Samples: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Restricted Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other a Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:
(i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents Documents;
(ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, ;
(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall not apply assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions and conditions contained under any agreement listed on Schedule 6.09 as in agreements effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided Closing Date that such agreements exist at existed prior to the time such Person becomes became a Restricted Subsidiary or Subsidiary; provided that such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), acquisition;
(vi) restrictions and conditions existing on any other instrument or agreement entered into after the Closing Date (that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), Loans;
(vii) encumbrances or restrictions existing under or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions reason of applicable law, regulation or conditions apply only to the property or assets subject to such permitted Lien, order;
(viii) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement contract or lease entered into in the ordinary course of business, ;
(xivix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or restrictions relating to any Governmental Authority Lien on any asset or arising property at the time of acquisition of such asset or property by reason the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of applicable Lawownership interests in such partnership, rulelimited liability company, regulation joint venture, corporation or order similar Person;
(xiii) encumbrances or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customerssuppliers, suppliers customers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired;
(xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;
(xvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;
(xvii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(xviii) encumbrances or restrictions imposed by the Senior Notes; and
(xix) (xviii) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.
Appears in 2 contracts
Samples: Incremental Assumption Agreement and Amendment No. 1 (Match Group, Inc.), Incremental Assumption Agreement and Amendment No. 1 (Iac/Interactivecorp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition)[reserved], (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting the assignment thereofGroup Members to meet their ongoing obligations under the Loan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or (xii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (o), and (s) (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).
Appears in 2 contracts
Samples: Credit Agreement (Yext, Inc.), Credit Agreement (Yext, Inc.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of any restrictions (i) any restrictions existing under this Agreement and the other Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, (iii) under any agreement governing Capital Lease Obligations or Indebtedness secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not apply to increased above the amount outstanding on the Closing Date and the relevant restrictions and conditions contained in agreements are not made more restrictive after the Closing Date, (v) under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with after the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with Closing Date that existed prior to the acquisition of assets by the Borrower or any Restricted Subsidiary of time such Person after the date hereofbecame a Restricted Subsidiary, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary acquisition, and any replacement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness refinancing thereof so long as the restrictions set forth therein are not, taken as a whole, materially not made more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)restrictive, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 imposed by any Governmental Authority or by reason of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition)applicable law, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist arising under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivviii) arising under customary provisions contained in any 509265-1754-14343-Active.16873744.13 agreement relating to a Disposition permitted hereunder pending the consummation of such Disposition, (ix) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, arising under customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements; provided, that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary and (x) on cash deposits imposed by any Governmental Authority supplier, service provider or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, landlord under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) applicable law or any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Restricted Subsidiaryorder, (iii) the foregoing shall not apply to customary non-assignment provisions or restrictions and conditions on cash or other deposits contained in agreements any contract or any lease governing a leasehold interest of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedGroup Member, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as Lien permitted under this Agreement imposed by the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsholder of such Lien, (v) restrictions imposed by any agreements governing any purchase money Liens agreement to sell assets or Capital Lease Obligations otherwise Stock permitted hereby (in which case, under this Agreement to any prohibition or limitation shall only be effective against Person pending the assets financed thereby)closing of such sale, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder entered into by the Borrower or one of its Subsidiaries and applicable any Person (other than the Borrower or any Affiliate of the Borrower), in each case, relating solely to such the respective joint venture, (x) any agreement of a Foreign Subsidiary venture or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred similar entity or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements equity interests therein and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvii) restrictions imposed by purchase money obligations (including any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvcapitalized lease obligations) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into relating to property acquired in the ordinary course of business, (viii) restrictions imposed under the Elvis Operating Company Charter Documents, as in effect on the Closing Date or (ix) restrictions imposed on any Permitted Joint Venture under the terms of any Non-Recourse Indebtedness.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CKX, Inc.), Revolving Credit Agreement (CKX, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Qualified Subsidiary of Borrower to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents or the Subordinated Notes, (ii) imposed pursuant to other Indebtedness incurred pursuant to subsection 8.1 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (iii) on joint ventures permitted under Section 8.6, (iv) applicable to an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Permitted Acquisition and apply only to such entity and its subsidiaries; (v) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; and (iiivi) clause (c) of the foregoing shall not apply to restrictions and or conditions contained in agreements of any Person (A) that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding customary provisions in leases and other contracts restricting the Loan Documents, assignment thereof and any right of first refusal and (vB) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic Broadband Finance, LLC), Credit Agreement (Atlantic Broadband Finance, LLC)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary other agreements, or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), thereby (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)Borrower, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement applies only to such Subsidiary, was not created entered into solely in anticipation contemplation of such acquisitionPerson becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, or (xiivi) customary provisions limiting the disposition any restriction pursuant to any document, agreement or distribution of assets instrument governing or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with relating to any Investment Lien expressly permitted under Section 8.7), which limitation is applicable 7.3(e) (provided that any such restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 2 contracts
Samples: Credit Agreement (K2m Group Holdings, Inc.), Credit Agreement (K2m Group Holdings, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except except, in each case, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including any indenture in connection with the Transactions and any other transactions expected to be entered into in connection therewith) or in connection with the Transactions and any other transactions expected to be entered into in connection therewith, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) the foregoing shall not apply any encumbrances or restrictions applicable solely to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or that is merged into or consolidated with not a Loan Party and contained in any credit facility extended to such Restricted Subsidiary, (viii) restrictions in the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition transfers of assets encumbered by the Borrower a Lien permitted by Section 8.3, (ix) any encumbrance or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of restriction arising under or in connection with such Person becoming a Restricted Subsidiary any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility encumbrance or any Junior Indebtedness so long as restriction is not materially more disadvantageous to the restrictions set forth therein are notLenders, taken as a whole, materially more restrictive than is customary in comparable financings (as determined in good faith by the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyBorrower), (vix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by contained in any agreement relating to Liens the Disposition of any property permitted by this Agreement but solely to Section 8.5 pending the extent that consummation of such restrictions or conditions apply only to the property or assets subject to such permitted LienDisposition, (viiixii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureventures, (xxiii) any agreement holder of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xiv) customary restrictions and conditions contained in any agreement relating to be incurred or the sale of any property permitted to exist under Section 8.2(t)8.5 pending the consummation of such sale, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xiixv) customary provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability company organizational governance documents, asset sale agreements, sale-leaseback agreements, and stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xivxvi) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, and (xvii) any restrictions and conditions imposed by any Governmental Authority amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or arising by reason of applicable Law, rule, regulation or order or the terms refinancing of any licensecontract, authorizationinstrument or obligation referred to in clauses (i) through (xviii) above; provided that such amendment, concession modification, restatement, renewal, increase, supplement, refunding, replacement or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companiesrefinancing is, in each casethe good faith judgment of the Borrower, under contracts entered no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. . Enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the ordinary course Borrower and its Restricted Subsidiaries are engaged on the Closing Date or that are reasonably related thereto or similar or complementary thereto or are reasonable extensions thereof, including without limitation the processing, sale and distribution of businessrecycled plastic resin.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Advanced Drainage Systems, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings other than a Loan Party or Sears Canada to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Restricted Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Restricted Subsidiary, ; (iii) the foregoing shall not apply to restrictions and conditions provisions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or existing indebtedness (and in any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary refinancing of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially no more restrictive than the corresponding provisions those contained in the Loan Documents, respective existing indebtedness so refinanced); (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiiiiv) customary provisions restricting subletting or assignment of any agreement lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (xivv) customary restrictions imposed and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Governmental Authority Borrower or arising by reason of applicable Law, rule, regulation or order or the terms any Subsidiary of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations.
Appears in 2 contracts
Samples: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions existing under the Tranche A Term Loan Agreement, (iii) any restrictions existing under the Senior Subordinated Note Indenture, (iv) any restriction that exists or may arise directly as a result of the Company Voluntary Arrangements, (v) any restrictions (other than those described in clauses (i), (ii), (iii) and iv) in existence on the date hereof, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) any restrictions relating to Excluded Subsidiaries imposed in connection with the foregoing shall not apply to Indebtedness incurred by the Excluded Subsidiaries and permitted under Sections 6.02, (viii) any restrictions and conditions contained in agreements the terms of any Indebtedness permitted under Section 6.02(s) or any other agreement binding any Person that which becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person Group Member after the date hereofof this Agreement, provided that such agreements exist at agreement was in existence on the time date such Person becomes became a Restricted Subsidiary of, or merged into, such agreements are assumed Group Member and in each case are was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of, or the agreements being assumedmerging into, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereofGroup Member, (ix) customary any restrictions contained in joint venture agreements Permitted Receivables Facility Documents and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign restrictions contained in any agreements to which any Subsidiary or Restricted Subsidiary which that is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on wholly-owned Subsidiary is a Restricted Subsidiary when it is acquired party so long as such agreement restrictions apply solely to such Subsidiary or arrangement was not created in anticipation any of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessits Subsidiaries.
Appears in 2 contracts
Samples: Term Loan and Revolving Credit Agreement (Federal Mogul Corp), Term Loan and Revolving Credit Agreement (Federal-Mogul Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (or any agreement governing any Permitted Refinancing in respect of the Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the foregoing shall not apply to restrictions and conditions Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Person Indebtedness or other obligations secured by any such Liens; provided that becomes such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or is merged into or consolidated with the Borrower or any Indebtedness incurred by such Restricted Subsidiary on or agreements assumed from any Person in connection with prior to the acquisition of assets by the Borrower or any date on which such Restricted Subsidiary of was acquired by New Holdings and outstanding on such Person after the date hereof, provided that as long as such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (ivix) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility customary restriction on cash or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any other deposits imposed under agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions or net worth provisions in joint venture agreements leases and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureentered into in the ordinary course of business, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted provisions with respect to be incurred or permitted to exist under Section 8.2(t)dividends, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreement.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cumulus Media Inc), Abl Credit Agreement (Cumulus Media Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under the Loan Documents Documents;
(ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ;
(iii) the foregoing shall not apply to restrictions and conditions contained in agreements any agreement governing Acquired Debt or Capital Stock of any a Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets acquired by the Borrower or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such Person after acquisition and not in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the date hereofproperties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that such agreements exist at acquisition is a Permitted Acquisition and, in the time case of Acquired Debt, such Person becomes a Restricted Subsidiary or such agreements are assumed and Indebtedness is permitted by this Agreement, provided that the restrictions contained in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior governing such Indebtedness so long as the restrictions set forth therein are notno more restrictive, taken as a whole, materially more restrictive than those contained in the corresponding agreements governing the Indebtedness being refinanced;
(iv) customary non-assignment provisions in the Loan Documentspurchase and sale or exchange agreements or similar operational agreements or in licenses, (v) any agreements governing any purchase money Liens easements or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts in each case entered into in the ordinary course of business restricting and consistent with past practices, to the extent such provisions restrict the transfer or assignment thereof, ;
(ixv) customary restrictions any agreement relating to secured Indebtedness otherwise permitted by this Agreement that limits the right of the debtor to Dispose of the property subject to such Liens;
(vi) provisions with respect to the Disposition of property in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, to the extent that the Investment in such joint venture is permitted hereby; and
(xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvvii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by utility, insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Blueknight Energy Partners, L.P.), Credit Agreement (Blueknight Energy Partners, L.P.)
Clauses Restricting Subsidiary Distributions. Enter Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Restricted Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Restricted Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Restricted Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under the Loan Documents this Agreement, (ii) any restrictions with respect to a Restricted Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Significant Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any with respect to a Person that becomes is not a Restricted Significant Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after on the date hereof, provided that such agreements exist which restrictions and conditions are in existence at the time such Person becomes a Restricted Significant Subsidiary or such agreements are assumed and in each case are not created incurred in connection with, or in contemplation of or in connection with of, such Person becoming a Restricted Subsidiary or the agreements being assumedSignificant Subsidiary, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially and conditions no more restrictive than the corresponding provisions those in the Loan DocumentsSenior Note Indentures, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that if such restrictions or and conditions apply only to the property or assets subject to securing such permitted LienIndebtedness, (viiivi) customary provisions in leases, licenses leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, and (ixvii) customary restrictions in joint venture agreements and other similar agreements applicable conditions imposed by the Pension Reserve Letter Agreement, provided that such restrictions and conditions are limited to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted distributable reserves to be incurred or permitted to exist under Section 8.2(t)retained by Lazard & Co., (xi) Holdings Limited, Lazard & Co., Limited and Lazard & Co., Services Limited with an aggregate value not in excess of £20,000,000 at any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessone time.
Appears in 2 contracts
Samples: Credit Agreement (Lazard Group LLC), Credit Agreement (Lazard LTD)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) make any payment of a type described in the definition of “Restricted Payments Payment” in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the under, or imposed by (A) any Loan Documents Document or (B) law; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with (x) the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, Subsidiary or (y) the Disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to be Disposed; (iii) the foregoing shall not apply customary restrictions applicable to any Receivables entity in connection with any Qualified Receivables Transaction, (iv) restrictions and conditions contained in agreements of any Person that becomes documentation relating to a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person acquired after the date hereofClosing Date, provided that such agreements exist restriction or condition (x) existed at the time such Person becomes became a Restricted Subsidiary or such agreements are assumed and in each case are was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, and (ivy) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, applies only to such Subsidiary and (v) any agreements restrictions contained in the documents governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Indebtedness of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business7.2.
Appears in 2 contracts
Samples: Credit Agreement (Roper Industries Inc), Credit Agreement (Roper Industries Inc)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Restricted Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other a Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:
(i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents Documents;
(ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, ;
(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall not apply assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions and conditions contained under any agreement listed on Schedule 6.09 as in agreements effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided Closing Date that such agreements exist at existed prior to the time such Person becomes became a Restricted Subsidiary or Subsidiary; provided that such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), acquisition;
(vi) restrictions and conditions existing on any other instrument or agreement entered into after the Closing Date (that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), Loans;
(vii) encumbrances or restrictions existing under or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions reason of applicable law, regulation or conditions apply only to the property or assets subject to such permitted Lien, order;
(viii) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement contract or lease entered into in the ordinary course of business, ;
(xivix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or restrictions relating to any Governmental Authority Lien on any asset or arising property at the time of acquisition of such asset or property by reason the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of applicable Lawownership interests in such partnership, rulelimited liability company, regulation joint venture, corporation or order similar Person;
(xiii) encumbrances or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customerssuppliers, suppliers customers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;
(xv) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;
(xvi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans; and
(xvii) encumbrances or restrictions imposed by the Secured Notes.
Appears in 2 contracts
Samples: Credit Agreement (LSC Communications, Inc.), Credit Agreement (LSC Communications, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Domestic Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Restricted Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Restricted Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower Company or any other Restricted Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any Unsecured Note Indenture, any agreements governing Indebtedness permitted by Section 7.2(m) and any purchase money Liens or Capital Lease Obligations otherwise permitted hereby agreement governing Permitted Refinancing Indebtedness in respect thereof (in which case, any provided that the prohibition or limitation shall only be effective against contained therein is no less favorable to the assets financed thereby), (viLenders than that which exists in this Agreement) restrictions and conditions any agreement governing any Indebtedness existing on as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (and on provided that the Acquisition Effective Date prohibition or limitation contained therein is no less favorable to the extent Schedule 8.14 Lenders than that which exists in the agreement governing such Indebtedness as of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or conditionClosing Date), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viiiii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to that restrict the transfer of equity interests in joint ventures permitted hereunder and applicable solely (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any holding company which may hold the Capital Stock of such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xiiii) any agreement restrictions regarding licenses or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation sublicenses by the Company and its Subsidiaries of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or intellectual property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including in which case such restriction shall relate only to such intellectual property); (iv) customary restrictions and conditions contained in agreements entered into relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (v) with respect to restrictions described in connection clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(c) hereof; and (vi) with any Investment respect to restrictions described in clause (c) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted under by Section 8.7), which limitation is applicable 7.2(e) (as long as such restrictions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the assets that are of the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessjoint venture).
Appears in 2 contracts
Samples: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments in, the Borrower Holdings or any other Restricted Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions or conditions with respect to a Restricted Subsidiary of Holdings (other than BA or CA) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, ; provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which that is not a Loan Party governing Indebtedness permitted to be incurred Disposed or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of to be Disposed and such agreementsDisposition is permitted hereunder, (xiiiiii) with respect to clause (c) above, customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiviv) with respect to clause (c) above, restrictions or conditions imposed by any Governmental Authority agreement relating to secured Indebtedness permitted to be incurred under this Agreement if such restrictions or arising by reason conditions apply only to the property or assets securing such Indebtedness, (v) with respect to clause (c) above, customary joint venture agreements relating to purchase options, rights of applicable Lawfirst refusal or call or similar rights of a third party that owns Capital Stock in such joint venture, rule(vi) obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of a Borrower after the Closing Date, regulation so long as such restriction was not entered into in connection or order in contemplation of such Person becoming a Subsidiary, or any permitted amendment, renewal, extension or refinancing of any such restriction so long as the terms of any licensesuch amendment, authorizationrenewal, concession extension or permit refinancing, taken as a whole, are not more restrictive than such restriction; provided that any such restriction shall only be applicable to the relevant Subsidiary so acquired and shall not be applicable to any other Person, (vii) Indebtedness of a Subsidiary of Holdings which is not a Loan Party which is permitted by Section 8.2, (viii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto and (xvix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Gogo Inc.), Credit Agreement (Gogo Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Restricted Subsidiary of the BorrowerParty, (b) make loans or advances to, or other Investments in, the any Borrower or any other Restricted Subsidiary of the Borrower Party or (c) transfer any of its assets to the any Borrower or any other Restricted Subsidiary of the BorrowerParty, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) restrictions contained in any agreement governing or evidencing Permitted Refinancing Indebtedness in respect of Indebtedness governed by this Agreement and the foregoing shall other Loan Documents (including Permitted Credit Agreement Refinancing Indebtedness) or Permitted Refinancing Indebtedness in respect thereof; provided that the restrictions contained in any such agreement or document referred to in this clause (iii) are not apply less favorable in any material respect to the Lenders than the restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with imposed by this Agreement and the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother Loan Documents, (iv) any restrictions set forth agreement in any Incremental Equivalent Debteffect at the time a Subsidiary becomes a Subsidiary, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as such prohibition or limitation applies only to such Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Subsidiary, as such agreement may be amended, restated, supplemented, modified, extended, renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsscope of any restriction contemplated by this Section 7.14 contained therein, (v) any agreements governing any purchase money Liens customary provisions restricting assignments, subletting, sublicensing, pledging or Capital Lease Obligations otherwise permitted hereby (other transfers contained in which caseleases, any prohibition subleases, licenses or limitation shall only be effective against the assets financed thereby)sublicenses, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that so long as such restrictions or conditions apply only are limited to the property or assets subject to such permitted Lienleases, subleases, licenses or sublicenses, as the case may be, (viiivi) customary provisions in leases, licenses and other restrictions on cash or deposits or net worth required by customers under contracts entered into in the ordinary course of business restricting the assignment thereof, and (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xvii) any agreement with respect to Indebtedness of a Foreign Subsidiary or Restricted Subsidiary which that is not a Loan Party governing Indebtedness permitted pursuant to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired this Agreement so long as such agreement prohibitions or arrangement was not created in anticipation limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements Foreign Subsidiary and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessits assets.
Appears in 2 contracts
Samples: Credit Agreement (Thermon Group Holdings, Inc.), Credit Agreement (Thermon Group Holdings, Inc.)
Clauses Restricting Subsidiary Distributions. Enter Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the such Borrower or any other Restricted Subsidiary of the such Borrower, (b) make loans or advances to, or other Investments investments in, the such Borrower or any other Restricted Subsidiary of the such Borrower or (c) transfer any of its assets to the such Borrower or any other Restricted Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of any restrictions (i) any restrictions existing under this Agreement and the other Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, (iii) under any agreement governing Capital Lease Obligations or Indebtedness secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not apply to increased above the amount outstanding on the Closing Date and the relevant restrictions and conditions contained in agreements are not made more restrictive after the Closing Date, (v) under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with after the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with Closing Date that existed prior to the acquisition of assets by the Borrower or any Restricted Subsidiary of time such Person after the date hereofbecame a Restricted Subsidiary, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary acquisition, and any replacement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness refinancing thereof so long as the restrictions set forth therein are not, taken as a whole, materially not made more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)restrictive, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 imposed by any Governmental Authority or by reason of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition)applicable law, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist arising under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivviii) arising under customary provisions contained in any agreement relating to a Disposition permitted hereunder pending the consummation of such Disposition, (ix) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, arising under customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements; provided, that such restrictions and conditions apply only to such Restricted Subsidiary and to the Equity Interests of such Restricted Subsidiary and (x) on cash deposits imposed by any Governmental Authority supplier, service provider or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, landlord under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Interactive Corp), Credit Agreement (QVC Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (x) the Loan Documents, (y) the ABL Credit Agreement and the other ABL Loan Documents and (z) the Supply and Offtake Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of documents governing any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, CanAm Financing; (iv) customary provisions restricting subletting or assignment of any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as lease governing a whole, materially more restrictive than the corresponding provisions in the Loan Documents, leasehold interest of a Guarantor; (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into by a Guarantor in the ordinary course of business; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.4 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Guarantor of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Guarantor of the Borrower; (viii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (ix) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto; (x) customary provisions in Joint Venture agreements and other similar agreements or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture; (xi) customary restrictions on leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (xii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries; (xiii) customary provisions restricting assignment of any agreement; or (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness or otherwise permitted hereunder.
Appears in 2 contracts
Samples: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition (including by way of merger or consolidation) of all or substantially all of the Capital Stock or all or a portion of the assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at restrictions and conditions apply only to the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary that is, or the agreements being assumedassets that are, to be sold and such sale is permitted hereunder, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior agreements relating to Indebtedness so permitted by clause (f) of Section 7.2 as long as the applicable restrictions set forth therein are not, taken as a whole, materially no more restrictive than the corresponding provisions restrictions and conditions in the Loan Documents, (v) any agreements governing any purchase money Liens relating to secured Indebtedness (or Capital Lease Obligations otherwise other secured obligations) permitted hereby (in which case, any prohibition or limitation shall by this Agreement to the extent the applicable restriction applies only be effective against to the assets financed thereby)property securing such Indebtedness, (vi) restrictions and conditions any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing on prior to the Closing Date consummation of a Permitted Acquisition in which such Subsidiary was acquired (and on not created in contemplation of such Permitted Acquisition) as long as the Acquisition Effective Date applicable restriction applies only to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition)Subsidiary, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent customary provisions in joint venture agreements (and other similar agreements) (provided that such restrictions or conditions provisions apply only to such joint venture and to the property or assets subject to Capital Stock of such permitted Lien, joint venture) and (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into in the ordinary course of business restricting the assignment thereofby a Subsidiary, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as the Borrower has determined in good faith that such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Advent Software Inc /De/), Credit Agreement (Advent Software Inc /De/)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting the assignment thereofBorrower and its Subsidiaries to meet their ongoing obligations under the Loan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business, (xii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), and (q) (provided that any such restriction relates only to the assets or property subject to such Lien) or (xiii) restrictions set forth in any Permitted Convertible Indebtedness and the Existing Credit Facilities.
Appears in 2 contracts
Samples: Credit Agreement (Accuray Inc), Credit Agreement (Accuray Inc)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, (iii) restrictions under any agreement governing Capital Lease Obligations or Priority Indebtedness permitted by Section 6.01, (iv) restrictions under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the foregoing shall aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not apply to increased above the amount outstanding on the Closing Date and the relevant restrictions and conditions contained in agreements are not made more restrictive after the Closing Date, (v) restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with after the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with Closing Date that existed prior to the acquisition of assets by the Borrower or any Restricted Subsidiary of time such Person after the date hereofbecame a Restricted Subsidiary, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary acquisition, and any replacement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness refinancing thereof so long as the restrictions set forth therein are not, taken as a whole, materially not made more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)restrictive, (vi) restrictions customary non-assignment provisions contained in any contract or lease that restrict transfer of such contract or lease, and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leasespartnership agreements, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereoflimited liability company organizational documents, (ix) customary restrictions in joint venture agreements, shareholder agreements and other similar agreements applicable with respect to joint ventures permitted hereunder and applicable solely to non-Affiliated Persons that restrict the transfer of Equity Interests in such partnership, limited liability company, joint venture, (x) any agreement of a Foreign Subsidiary corporation or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessentity.
Appears in 2 contracts
Samples: Credit Agreement (Starz, LLC), Credit Agreement (Liberty Media Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Restricted Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all terms of the Capital Stock or assets of such Restricted Subsidiaryinstruments governing the Accounts Receivable Financing, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements Requirements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedLaw, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as existing on the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan DocumentsClosing Date, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date restriction relating to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Indebtedness of any such restriction or condition), Subsidiary and existing at the time it became a Subsidiary (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitionPerson becoming a Subsidiary), (xiivi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement evidencing the Indebtedness so refinanced and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or any Subsidiary, so long as such restriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions limiting the disposition restricting subletting or distribution assignment of assets leases or property customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in limiting the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject transfer of such agreements, (xiii) customary provisions restricting assignment property pending the closing of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssuch sale.
Appears in 2 contracts
Samples: Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements instrument governing Indebtedness assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes permitted hereunder or secured by a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or Lien encumbering assets acquired in connection with such Person becoming a Restricted Subsidiary therewith, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility Lien permitted by Section 6.2 imposed by the holder of such Lien or any Junior Indebtedness so long as on the restrictions set forth therein are not, taken as transfer of assets subject to a whole, materially more restrictive than Disposition permitted by Section 6.4 imposed by the corresponding provisions in the Loan Documentsacquirer of such assets, (v) any provisions in joint venture agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby and other similar agreements (in which case, any prohibition each case relating solely to the respective joint venture or limitation shall only be effective against similar entity or the assets financed therebyequity interests therein), (vi) restrictions and conditions existing on contained in the Closing Date (and on the Acquisition Effective Date terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any property financed with such restriction or condition)Indebtedness, (vii) restrictions on cash or conditions other deposits imposed by any agreement relating customers under contracts or other arrangements entered into or agreed to Liens permitted by this Agreement but solely to in the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lienordinary course of business, (viii) customary non-assignment provisions in leases, contracts, licenses and other contracts agreements entered into in the ordinary course of business restricting the assignment thereofand consistent with past practices, or (ix) customary restrictions any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely clauses (i) through (viii) above; provided, however, that the provisions relating to such joint ventureencumbrance or restriction contained in any such Indebtedness amendment, (x) modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Borrower and its Subsidiaries and the Lenders, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause or in the case of any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)by clause (n) of the definition of Permitted Indebtedness, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessthis Agreement.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Chrysler Group LLC), First Lien Credit Agreement (Chrysler Group LLC)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the foregoing shall Loan Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not apply likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions and conditions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is merged into permitted under Section 7.2(f) or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of (l) and such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are Indebtedness was not created or incurred in contemplation of or in connection with such Person becoming a Restricted acquisition and such restrictions apply only to such acquired Subsidiary or the agreements being assumedand its Subsidiaries, (ivvi) any restrictions set forth contained in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as the such restrictions set forth therein are not, taken as a whole, materially no more restrictive onerous in any material respect than the corresponding provisions those contained in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by contained in any QPC Indenture as in effect on the Restatement Effective Date, (viii) [reserved], (ix) customary restrictions in an agreement relating to Liens Dispose of assets in a transaction permitted by this Agreement but solely under Section 7.5 to the extent that such restrictions or conditions apply only to the property or assets subject restriction applies solely to such permitted Lienassets, (viiix) customary anti-assignment provisions in leases, leases and licenses and other contracts entered into in the ordinary course of business restricting the assignment thereofor as required in any franchise permit, and (ixxi) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi7.2(d) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the extent prohibiting transfers of the assets that are the subject of financed with such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Cco Holdings LLC), Credit Agreement (Cco Holdings LLC)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments dividends or distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions or conditions existing under this Agreement and the other Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary or conditions contained in agreements relating to the sale or other disposition of a Subsidiary or property of a Subsidiary pending such sale or disposition, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold or disposed of and such sale or disposition is permitted hereunder, (iii) any restrictions or conditions imposed on any Subsidiary by the foregoing shall not apply to restrictions and conditions contained in agreements terms of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary Indebtedness of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedpermitted to be incurred hereunder, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens secured obligations permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets securing such obligations, (v) provisions in the principal lease, service or operating agreements and power purchase agreements pertaining to Projects or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, power purchase, partnership or financing agreement is subject to such usual and customary terms and is otherwise permitted Liento be entered into hereunder, (vi) any restriction or conditions existing under the Bridge Loan Agreement and the other Bridge Loan Documents, (vii) any restrictions or conditions existing on the Closing Date (including under agreements relating to secured obligations set forth on Schedule 6.2(a)) and (viii) customary provisions any restrictions or conditions contained in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) Swap Agreements or Commodity Hedge Agreements permitted under this Agreement or (y) agreements for any agreement of a Foreign Subsidiary Eligible Commodity Hedge Financing or Restricted Subsidiary which is not a Loan Party governing Indebtedness Unsecured Commodity Liquidity Facility permitted to be incurred or permitted to exist under Section 8.2(t6.1(n), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired in each case so long as such agreement applicable restrictions or arrangement was not created in anticipation of such acquisitionconditions are no more restrictive, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements taken as a whole and other similar agreements in the ordinary course reasonable judgment of business (including agreements entered into the Borrower, than the corresponding restrictions or conditions in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the First Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the First Lien Loans, so long as any such restriction included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable restriction included in the First Lien Loan Documents) or (B) any agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restriction under any agreement in effect at the foregoing shall time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not apply entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.15 contained therein, (iv) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be or (v) customary restrictions and conditions contained in agreements relating to the sale of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of pending such Person after the date hereofsale, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property Restricted Subsidiary or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which that is not a Loan Party governing Indebtedness permitted to be incurred or sold and such sale is permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesshereunder.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Bioventus Inc.), Second Lien Credit Agreement (Bioventus Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary other agreements, or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby)thereby (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment Subordinated Debt Document or modification expanding the scope or duration of any such restriction or condition)Term Loan Document, (vii) restrictions which are intended to implement or conditions imposed by insure compliance with any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions Requirement of Law or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leasesany restriction pursuant to any document, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable agreement or instrument governing or relating to joint ventures any Lien permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t7.3(c), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitionm), (xiin) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with p) (provided that any Investment permitted under Section 8.7), which limitation is applicable such restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 2 contracts
Samples: Credit Agreement (Rightside Group, Ltd.), Credit Agreement (Rightside Group, Ltd.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Restricted Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other a Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:
(i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents Documents;
(ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, ;
(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall not apply assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions and conditions contained under any agreement listed on Schedule 6.09 as in agreements effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided Closing Date that such agreements exist at existed prior to the time such Person becomes became a Restricted Subsidiary or Subsidiary; provided that such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), acquisition;
(vi) restrictions and conditions existing on any other instrument or agreement entered into after the Closing Date (that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), Loans;
(vii) encumbrances or restrictions existing under or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions reason of applicable law, regulation or conditions apply only to the property or assets subject to such permitted Lien, order;
(viii) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement contract or lease entered into in the ordinary course of business, ;
(xivix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or restrictions relating to any Governmental Authority Lien on any asset or arising property at the time of acquisition of such asset or property by reason the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of applicable Lawownership interests in such partnership, rulelimited liability company, regulation joint venture, corporation or order similar Person;
(xiii) encumbrances or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customerssuppliers, suppliers customers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired;
(xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;
(xvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and
(xvii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans.
Appears in 2 contracts
Samples: Credit Agreement (Iac/Interactivecorp), Credit Agreement (Iac/Interactivecorp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Qualified Subsidiary to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, Holdings, the Borrower Borrowers or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, Holdings, the Borrower Borrowers or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to Holdings, the Borrower Borrowers or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Credit Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) restrictions existing and as in effect on the foregoing shall Closing Date, (iv) pursuant to any Hedge Agreements permitted hereunder, (v) pursuant to any Indebtedness in existence on the date hereof and any refinancing thereof permitted hereunder, (vi) applicable law, (vii) restrictions which are not apply to restrictions and conditions more restrictive than those contained in agreements of this Agreement contained in any Person that becomes a Restricted Subsidiary or is merged into or consolidated documents governing any Indebtedness incurred after the Closing Date in accordance with the Borrower or provisions of this Agreement, (viii) under any Restricted Subsidiary or agreements assumed from any Person in connection with documents relating to joint ventures of Borrowers to the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided extent that such agreements exist joint ventures are not prohibited hereunder, (ix) any agreement in effect at the time a Person first became a Subsidiary, so long as such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are agreement was not created entered into solely in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (ivx) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding customary provisions in the Loan Documentsleases restricting assignability or subleasing, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (viixi) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted LienIndebtedness, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition licenses or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), contracts which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions such licenses and contracts prohibit the granting of Liens on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessrights contained therein.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Language Line Services Holdings, Inc.), Senior Secured Credit Agreement (LL Services Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any Restricted Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (cC) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, or (b) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the foregoing shall not apply Restatement Date (including this Agreement) and any similar indentures, agreements or instruments to restrictions the extent such restrictions, limitations, conditions and conditions contained prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedinstruments (including this Agreement), (iv) any restrictions set forth consisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility agreement or instrument in effect at the time a Person first became a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any Junior Indebtedness of its Subsidiaries, so long as such agreement or instrument was not entered into in contemplation of such Person becoming a Subsidiary of the restrictions set forth therein are notBorrower or such assumption, taken as a whole, materially more restrictive than the corresponding (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the Loan Documentstransfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (vviii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary, (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, to the extent any prohibition or limitation shall only be effective against restricts Liens on the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (vi) or (xii) above, provided that the encumbrance or restriction under such amendment or refinancing is no less favorable to the Lenders than that which existed under the contract, investment or obligation that has been amended or refinanced and was permitted under clause (vi) above.
Appears in 2 contracts
Samples: Replacement Facility Amendment (Allscripts Healthcare Solutions, Inc.), Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting the assignment thereofBorrower and its Subsidiaries to meet their ongoing obligations under the Loan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business, (xii) Requirements of Law applicable to a Foreign Subsidiary prohibiting or restricting the applicable Foreign Subsidiary from making Restricted Payments to the Borrower, or (xiii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (q) and (r) (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).
Appears in 2 contracts
Samples: Credit Agreement (Stitch Fix, Inc.), Credit Agreement (Stitch Fix, Inc.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements instrument governing Indebtedness assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes permitted hereunder or secured by a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or Lien encumbering assets acquired in connection with such Person becoming a Restricted Subsidiary therewith, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility Lien permitted by Section 8.02 imposed by the holder of such Lien or any Junior Indebtedness so long as on the restrictions set forth therein are not, taken as transfer of assets subject to a whole, materially more restrictive than Disposition permitted by Section 8.04 imposed by the corresponding provisions in the Loan Documentsacquirer of such assets, (v) any provisions in joint venture agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby and other similar agreements (in which case, any prohibition each case relating solely to the respective joint venture or limitation shall only be effective against similar entity or the assets financed therebyCapital Stock therein), (vi) restrictions and conditions existing on contained in the Closing Date (and on the Acquisition Effective Date terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Loan Agreement; provided that, such restrictions relate only to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any property financed with such restriction or condition)Indebtedness, (vii) restrictions on cash or conditions other deposits imposed by any agreement relating customers under contracts or other arrangements entered into or agreed to Liens permitted by this Agreement but solely to in the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lienordinary course of business, (viii) customary non assignment provisions in leases, contracts, licenses and other contracts agreements entered into in the ordinary course of business restricting the assignment thereofand consistent with past practices, or (ix) customary restrictions any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely clauses (i) through (viii) above; provided, however, that the provisions relating to such joint ventureencumbrance or restriction contained in any such Indebtedness amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Borrower and its Subsidiaries and the Lender, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause or in the case of any Indebtedness permitted by clause (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a the definition of Permitted Indebtedness, this Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessAgreement.
Appears in 2 contracts
Samples: Loan Agreement (Chrysler Group LLC), Loan Agreement (Chrysler Group LLC)
Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Issuer or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Restricted Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Restricted Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements instrument governing Indebtedness assumed from any Person in connection with the acquisition of assets by the Borrower Issuer or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes Guarantor permitted hereunder or secured by a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or Lien encumbering assets acquired in connection with such Person becoming a Restricted Subsidiary therewith, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility Lien permitted by Section 6.4 imposed by the holder of such Lien or any Junior Indebtedness so long as on the restrictions set forth therein are not, taken as transfer of assets subject to a whole, materially more restrictive than Disposition permitted by Section 6.12 imposed by the corresponding provisions in the Loan Documentsacquirer of such assets, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable (in each case relating solely to such the respective joint venture, (xventure or similar entity or the Capital Stock therein) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvi) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or contained in the terms of any licenseagreements governing purchase money obligations, authorizationCapital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, concession such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or permit or Additional First Lien Indebtedness, (xvix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.
Appears in 2 contracts
Samples: Secured Note Agreement (General Motors Co), Secured Note Agreement (General Motors Co)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary other agreements, or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby)thereby (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Document, (vii) restrictions which are intended to implement or conditions imposed by insure compliance with any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions Requirement of Law or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leasesany restriction pursuant to any document, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable agreement or instrument governing or relating to joint ventures any Lien permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t7.3(c), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisitionm), (xiin) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with p) (provided that any Investment permitted under Section 8.7), which limitation is applicable such restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 2 contracts
Samples: Credit Agreement (Demand Media Inc.), Credit Agreement (Demand Media Inc.)
Clauses Restricting Subsidiary Distributions. Enter Except as provided herein, or in documentation relating to the Specified Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Refinancing Debt, Incremental Equivalent Debt or any Permitted Refinancing thereof, or (with respect to encumbrances or restrictions on any non-Loan Party) in any documentation evidencing the Indebtedness of any non-Loan Party expressly permitted under Section 7.03, or except for restrictions in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the good faith judgment of the Borrower, (A) no more restrictive in any material respect with respect to the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or (B) no more disadvantageous to the Lenders than the Loan Documents, the Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to:
(a) pay dividends or make Restricted Payments in respect of any Capital Stock other distributions on any of such Restricted Subsidiary held by, or pay any Indebtedness owed to, Subsidiary’s Equity Interests owned by the Borrower or any other Restricted Subsidiary of the Borrower, Subsidiary;
(b) make loans repay or advances to, or other Investments in, prepay any Indebtedness owed by such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary of Subsidiary;
(c) make loans or advances to the Borrower or any other Restricted Subsidiary;
(cd) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary Subsidiary, other than (in the case of the Borrower, except for such encumbrances each of paragraphs (a) through (d) above) restrictions:
(i) in agreements evidencing secured Indebtedness permitted under this Agreement and that comply with clauses (A) or restrictions existing under or (B) above;
(ii) by reason of customary provisions restricting assignments, subletting, sublicensing or other transfers contained in leases or subleases, licenses or sublicenses, joint venture agreements and similar agreements existing on the Closing Date or entered into in the ordinary course of business;
(iiii) that are or were created by virtue of any restrictions existing under the Loan Documents (ii) any restrictions transfer of, agreement to transfer or option or right with respect to a Restricted Subsidiary imposed pursuant to an any property, assets or Equity Interests not otherwise prohibited under this Agreement;
(iv) in any agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock binding on any Person or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets acquired by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist as in effect at the time of such Person becomes a Restricted Subsidiary acquisition (except to the extent such agreement was entered into in connection with or such agreements are assumed and in each case are not created in contemplation of such acquisition), which encumbrance or in connection with such Person becoming a Restricted Subsidiary restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive other than the corresponding provisions Person, or the property or assets of the Person, so acquired; provided that, in the Loan Documentscase of Indebtedness, such Indebtedness was permitted by Section 7.03;
(v) in any agreements governing any purchase money Liens agreement for the sale or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition other disposition of a Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or limitation shall only be effective against the assets financed thereby), other disposition;
(vi) restrictions and conditions existing on in provisions in agreements or instruments which prohibit the Closing Date (and on payment of dividends or the Acquisition Effective Date to the extent Schedule 8.14 making of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not other distributions with respect to any amendment or modification expanding the scope or duration class of any such restriction or condition), Equity Interest of a Person other than on a pro rata basis;
(vii) restrictions on cash or conditions other deposits imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other customers under contracts entered into in the ordinary course of business restricting the assignment thereof, business;
(ixviii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition Disposition or distribution of assets or property in asset sale joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7)agreements, which limitation is applicable only to the assets that are the subject of such agreements, ;
(ix) agreements governing Indebtedness outstanding on the Closing Date and listed on Schedule 7.09;
(x) Liens permitted by Section 7.01 that limit the right of the Borrower or any Restricted Subsidiary to Dispose of assets subject to such Lien;
(xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein);
(xii) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule 7.09 and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries;
(xiii) customary provisions restricting assignment any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments, obligations or arrangements referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, in any agreement entered into material respect, than those contained in the ordinary course of businesscontracts, instruments, obligations or arrangements prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings;
(xiv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements; and
(xv) restrictions imposed by any Governmental Authority or arising by reason requirements of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of a Loan Party to:
(a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, Loan Party,
(b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or Loan Party;, or
(c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under the Loan Documents, the ABL Credit Documents or Indebtedness permitted by Sections 7.03 (e) (solely with respect to the party and its subsidiaries to such Hedge Agreement), (f), (h), (j) (solely with respect to the party and its subsidiaries to such Indebtedness), (r) and, (s) (solely with respect to clauses (b) and (c) above) and (aa) and, provided that such permitted Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes, clauses (v) and (w);
(ii) any restrictions encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Restatement Date;
(iii) any encumbrance or restriction with respect to a Restricted Loan Party or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party or its Subsidiary and outstanding on such date, which encumbrance or restriction is not applicable to such Loan Party or its Subsidiaries, or the properties or assets of such Loan Party or a Subsidiary thereof, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary and, provided that such Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes;
(iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv) or contained in any amendment to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv); provided that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Loan Party in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement;
(v) with respect to subsection (c), any encumbrance or restriction (A) that restricts the subletting, assignment, subleasing, sublicensing or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Loan Party or a Subsidiary of a Loan Party to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;
(vi) any restrictions (related to the assets being sold) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all disposition of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, a Loan Party or a Subsidiary thereof;
(iiivii) the foregoing shall not apply any encumbrances or restrictions applicable solely to restrictions a Foreign Subsidiary and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or credit facility extended to any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, Foreign Subsidiary; provided that such agreements exist at the time such Person becomes encumbrances and restrictions do not extend to any Subsidiary that is not a Restricted Subsidiary Foreign Subsidiary;
(viii) restrictions on transfers of assets pursuant to a Lien permitted by Section 7.01; and
(ix) any encumbrance or such agreements are assumed and in each case are not created in contemplation of restriction arising under or in connection with such Person becoming a Restricted Subsidiary any agreement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements instrument governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Equity Interests of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and Person other contracts entered into in the ordinary course than a wholly owned Subsidiary of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it that is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting after the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessRestatement Date.
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the Second Lien Loan Documents, (B) any agreement governing Indebtedness incurred pursuant to Section 7.2(v) or (C) any agreement governing Permitted Refinancing in respect of the Loans, any loans under the Second Lien Credit Agreement or any Indebtedness incurred pursuant to Section 7.2(v), in each case so long as any such agreement is not more restrictive than the Loan Documents, the Second Lien Loan Documents and such Indebtedness, as applicable, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restriction under any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that Restricted Subsidiary becomes a Restricted Subsidiary or is merged of the Borrower, so long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumed, scope of any restriction contemplated by this Section 7.14 contained therein or (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only are limited to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, subleases, licenses and other contracts entered into in or sublicenses, as the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesscase may be.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WEB.COM Group, Inc.), First Lien Credit Agreement (WEB.COM Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) the foregoing shall restrictions which are not apply to restrictions and conditions more restrictive than those contained in agreements of this Agreement contained in any Person that becomes a Restricted Subsidiary or is merged into or consolidated documents governing any Indebtedness incurred in accordance with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition provisions of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedthis Agreement, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as documents relating to joint ventures to the restrictions set forth therein extent that such joint ventures are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsnot prohibited hereunder, (v) any agreements governing any purchase money Liens agreement in effect at the time a Person became a Subsidiary or Capital Lease Obligations otherwise assets are first acquired pursuant to an Investment permitted hereby under Section 7.7, so long as (x) such agreement was not entered into solely in which casecontemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, any prohibition or limitation shall only be effective against and (vi)with respect to the assets financed therebyrestrictions in clause (c), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (viix) restrictions or conditions imposed by any agreement relating to Liens secured debt permitted by this Agreement but solely to the extent that if such restrictions or conditions apply only to the property or assets subject to securing such permitted Liendebt, and (viiiy) customary provisions in leases, licenses and or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein; provided that loans made by the Borrower or any Subsidiary to any other contracts entered into in Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely lenders to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSecuritization Entity.
Appears in 2 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Group Member or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or to, any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date, (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) the foregoing shall not apply any encumbrances or restrictions applicable solely to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or that is merged into or consolidated with not a Loan Party and contained in any credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition transfers of assets encumbered by the Borrower a Lien permitted by Section 8.3, (ix) any encumbrance or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) the Borrower in good faith determines that such Person becoming a Restricted Subsidiary encumbrance or restriction will not cause the agreements being assumed, Borrower not to have the funds necessary to pay the Obligations when due and (ivB) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility the encumbrance or any Junior Indebtedness so long as restriction is not materially more disadvantageous to the restrictions set forth therein are notLenders, taken as a whole, materially more restrictive than is customary in comparable financings (as determined in good faith by the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyBorrower), (vix) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by contained in any agreement relating to Liens the Disposition of any property permitted by this Agreement but solely to Section 8.5 pending the extent that consummation of such restrictions or conditions apply only to the property or assets subject to such permitted LienDisposition, (viiixii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureventures, (xxiii) any agreement encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to be incurred or the sale of any property permitted to exist under Section 8.2(t)8.5 pending the consummation of such sale, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xiixvi) customary provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability company organizational governance documents, asset sale agreements, sale-leaseback agreements, and stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xivxvii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis, (xviii) provisions in the Senior Notes Indenture, as in effect on the Closing Date and (xix) any restrictions and conditions imposed by any Governmental Authority amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or arising by reason of applicable Law, rule, regulation or order or the terms refinancing of any licensecontract, authorizationinstrument or obligation referred to in clauses (i) through (xviii) above; provided that such amendment, concession modification, restatement, renewal, increase, supplement, refunding, replacement or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companiesrefinancing is, in each casethe good faith judgment of the Borrower, under contracts entered into no more restrictive with respect to such restrictions taken as a whole than those in the ordinary course of businessexistence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: First Amendment Agreement (OPENLANE, Inc.), Credit Agreement (OPENLANE, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the Term Loan Documents or by reason of the Unsecured Notes Documents (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any Term Loans, any Unsecured Notes or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the Term Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply any encumbrance or restriction applicable to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumedscope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as such restrictions are limited to the restrictions set forth therein are notproperty or assets subject to such leases, taken subleases, licenses or sublicenses, as a whole, materially more restrictive than the corresponding provisions in the Loan Documentscase may be, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) customary restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date contained in agreements relating to the extent Schedule 8.14 sale of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to a Restricted Subsidiary or any amendment or modification expanding the scope or duration of any assets pending such restriction or condition)sale, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets subject that is to be sold and such sale is permitted Lienhereunder , (vi) consensual arrangements with insurance regulators with respect to the Insurance Subsidiary, (vii) (A) restrictions imposed by applicable law and (B) contractual encumbrances or restrictions in effect on the Closing Date and listed on Schedule 7.14, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreementsbusiness, (xiiiix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivx) restrictions imposed customary net worth provisions contained in real property leases entered into by any Governmental Authority or arising by reason the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of applicable Lawthe Group Members to meet their ongoing obligations, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of businessbusiness and (xii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (xii) customary prohibitions, conditions and restrictions (as determined by the Borrower in good faith) contained in agreements and documents relating to any Qualified Securitization Transaction.
Appears in 2 contracts
Samples: Abl Credit Agreement (Upbound Group, Inc.), Abl Credit Agreement (Rent a Center Inc De)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or any document with respect to any Incremental Equivalent Debt; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an such agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date Date; (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viiiiii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereoflicenses, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (iv) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (xivv) restrictions imposed any instrument governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any Governmental Authority of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or arising by reason Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable Lawto any Person, rule, regulation or order or the terms properties or assets of any licensePerson, authorizationother than the Person, concession or permit the property or (xv) restrictions on cash or other deposits or net worth imposed by customersassets of the Person, suppliers or landlords or required by insurance, surety or bonding companiesso acquired; provided that, in each casethe case of Indebtedness, under contracts entered into such Indebtedness is permitted by Section 7.2 to be incurred; (vi) any agreement for the Disposition of a Subsidiary permitted by this Agreement that restricts distributions by such Subsidiary pending such Disposition; and (vii) provisions in agreements or instruments which prohibit the ordinary course payment of businessdividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis.
Appears in 2 contracts
Samples: Credit Agreement (RE/MAX Holdings, Inc.), Credit Agreement (RE/MAX Holdings, Inc.)
Clauses Restricting Subsidiary Distributions. Enter The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower Issuer or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Issuer or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Issuer or any other Restricted Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Restricted Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements instrument governing Indebtedness assumed from any Person in connection with the acquisition of assets by the Borrower Issuer or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes Guarantor permitted hereunder or secured by a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or Lien encumbering assets acquired in connection with such Person becoming a Restricted Subsidiary therewith, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility Lien permitted by Section 6.4 imposed by the holder of such Lien or any Junior Indebtedness so long as on the restrictions set forth therein are not, taken as transfer of assets subject to a whole, materially more restrictive than Disposition permitted by Section 6.12 imposed by the corresponding provisions in the Loan Documentsacquirer of such assets, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable (in each case relating solely to such the respective joint venture, (xventure or similar entity or the Capital Stock therein) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvi) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or contained in the terms of any licenseagreements governing purchase money obligations, authorizationCapital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, concession such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded Secured Indebtedness or permit or Additional Secured Indebtedness, (xvix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.
Appears in 2 contracts
Samples: Secured Note Agreement (General Motors Co), Secured Note Agreement (General Motors Co)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)Holdings, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement applies only to such Subsidiary, was not created entered into solely in anticipation contemplation of such acquisitionPerson becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, (xiivi) customary provisions limiting the disposition any restriction pursuant to any document, agreement or distribution of assets instrument governing or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with relating to any Investment Lien permitted under Section 8.77.2(i), which limitation is applicable Section 7.3(c),(l) (m), (n) and (t) (provided that any such restriction relates only to the assets that are the or property subject of to such agreementsLien or being Disposed), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvvii) restrictions any restriction set forth on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSchedule 7.17(vii).
Appears in 2 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, except for (bx) make loans agreements which (i) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or advances toasset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or other Investments in, assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (vi) are restrictions on cash or other Restricted Subsidiary deposits imposed by customers under contracts entered into in the ordinary course of the Borrower or business), (cy) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, or the Senior Notes Indenture, the Mortgage Facility, the Credit Agreement Refinancing Indebtedness, Additional Debt, Additional Term Note, the Incremental Equivalent Debt, Permitted Senior Unsecured Debt, Unrestricted Additional Term Notes or documents evidencing Indebtedness incurred under Sections 7.2(e), (f), (g), (h), (q), (r), (s), (t), (u), (w), (z), (cc), (dd), (ii) or (jj) and any Permitted Refinancing in respect of any such Indebtedness or (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, Subsidiary and (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (viz) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessForeign Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the any Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the any Borrower or any other Restricted Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary (other than a Borrower) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower imposed by applicable law or any Restricted Subsidiary Governmental Authority or Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of doubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by any Government-Sponsored Enterprise and agreements assumed from with any Person in connection with the acquisition of assets by the Borrower Governmental Authority or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedGovernment-Sponsored Enterprise)), (iv) any restrictions set forth in imposed on Subsidiaries that are borrowers under any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness Mortgage Secured Financings so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive imposed only on the Subsidiary borrowers under such Mortgage Secured Financings and such Subsidiaries have no material businesses other than the corresponding provisions in the Loan Documents, mortgage originations and related activities and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions contractual restriction of a Subsidiary existing on the Closing Date date such Subsidiary is acquired (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration so long as, in respect of any such restriction or condition)contractual prohibition, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which prohibition is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation contemplation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such Restricted Subsidiary its Equity Interests held by, or pay any Indebtedness owed to, by the Borrower or any other a Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of of:
(i) any encumbrances or restrictions existing under this Agreement and the other Loan Documents Documents;
(ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Restricted Subsidiary, ;
(iii) encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section 6.02, so long as such restrictions apply only to the foregoing shall not apply assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions and conditions contained under any agreement listed on Schedule 6.09 as in agreements effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided Closing Date that such agreements exist at existed prior to the time such Person becomes became a Restricted Subsidiary or Subsidiary; provided that such agreements are assumed and in each case restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), acquisition;
(vi) restrictions and conditions existing on any other instrument or agreement entered into after the Closing Date (that contains encumbrances and restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), Loans;
(vii) encumbrances or restrictions existing under or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions reason of applicable law, regulation or conditions apply only to the property or assets subject to such permitted Lien, order;
(viii) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement contract or lease entered into in the ordinary course of business, ;
(xivix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or restrictions relating to any Governmental Authority Lien on any asset or arising property at the time of acquisition of such asset or property by reason the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of applicable Lawownership interests in such partnership, rulelimited liability company, regulation joint venture, corporation or order similar Person;
(xiii) encumbrances or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customerssuppliers, suppliers customers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;
(xv) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages;
(xvi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans; and
(xvii) encumbrances or restrictions imposed by the Senior Notes.
Appears in 2 contracts
Samples: Credit Agreement (Donnelley Financial Solutions, Inc.), Credit Agreement (Donnelley Financial Solutions, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures), (iii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the foregoing shall encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not apply cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that is acquired after the Closing Date, (xi) customary restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens the Disposition of any property permitted by this Agreement but solely to Section 8.5 pending the extent that consummation of such restrictions or conditions apply only to the property or assets subject to such permitted LienDisposition, (viiixii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureventures, (xxiii) any agreement encumbrance or restriction in agreements related to any Permitted Securitization, (xiv) any holder of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (xv) customary restrictions and conditions contained in any agreement relating to be incurred or the sale of any property permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation 8.5 pending the consummation of such acquisition, sale and (xiixvi) customary provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability company organizational governance documents, asset sale agreements, sale-leaseback agreements, and stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, (xiv) restrictions imposed by any Governmental Authority limited liability company or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesssimilar person.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, Borrower or (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and/or the Senior Unsecured Debt Agreement, (ii) (x) existing on the Restatement Effective Date and identified on Schedule 7.13 and (y) any extension or renewal of such encumbrance or restriction or any agreement evidencing such encumbrance or restriction or any amendment or modification thereof, in each case that does not materially expand the scope of any such encumbrance or restriction, (iii) any restrictions with respect to a Restricted Subsidiary (or the assets or Capital Stock thereof) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiiiv) leases or other agreements that are customary and restrict the foregoing shall not apply assignment (or subletting) thereof or relate only to the assets subject thereto, (v) (x) any restrictions and conditions contained in agreements of any Person that becomes are binding on a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or is acquired, so long as such agreements are assumed and in each case are restrictions were not created entered into solely in contemplation of or in connection with such Person Subsidiary becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction or condition permitted by clause (v)(x) or any agreement evidencing such restriction or condition or any amendment or modification thereof that does not materially expand the agreements being assumedscope of such restriction or condition, (ivvi) any agreement relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as and conditions apply only to the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documentsassets subject to such Disposition, (vvii) any agreement governing Indebtedness or other obligations of a Foreign Subsidiary, (viii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures other similar arrangements permitted hereunder, (ix) agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and proceeds thereof), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement provisions requiring the granting of a Foreign Subsidiary or Restricted Subsidiary which Lien to any Person on any Collateral if a Lien is not a Loan Party governing Indebtedness granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall be permitted to be incurred or only if permitted to exist under Section 8.2(t7.3), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired relating to Permitted Refinancing Indebtedness (so long as such agreement or arrangement was restrictions set forth therein are not created in anticipation materially more restrictive than the comparable provisions of such acquisitionthe Indebtedness being refinanced), (xii) customary provisions limiting are restrictions with respect to cash collateral so long as the disposition or distribution Lien in respect of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment such cash collateral is permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, 7.3 or (xiii) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customersprovisions contained in real property leases or licenses of Intellectual Property, suppliers or landlords or required by insurance, surety or bonding companies, so long as the Borrower has determined in each case, under contracts entered into in good faith that such provisions could not reasonably be expected to impair the ordinary course ability of businessthe Borrower and the other Loan Parties to satisfy the Obligations.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of a Loan Party to:
(a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, Loan Party,
(b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or Loan Party; or
(c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under the Loan Documents, the ABL Credit Documents or Indebtedness permitted by Sections 7.03(e) (solely with respect to the party and its subsidiaries to such Hedge Agreement), (f), (h), (j) (solely with respect to the party and its subsidiaries to such Indebtedness), (r) and (s) (solely with respect to clauses (b) and (c) above) and, provided that such permitted Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes, clauses (v) and (w);
(ii) any restrictions encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Restatement Date;
(iii) any encumbrance or restriction with respect to a Restricted Loan Party or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party or its Subsidiary and outstanding on such date, which encumbrance or restriction is not applicable to such Loan Party or its Subsidiaries, or the properties or assets of such Loan Party or a Subsidiary thereof, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary and, provided that such Indebtedness contains restrictions are, taken as a whole, no more disadvantageous to the Lenders than those contained in this Agreement or the Secured Notes;
(iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv) or contained in any amendment to an agreement referred to in subsection (i), (ii) or (iii) of this Section or this subsection (iv); provided that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Loan Party in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement;
(v) with respect to subsection (c), any encumbrance or restriction (A) that restricts the subletting, assignment, subleasing, sublicensing or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Loan Party or a Subsidiary of a Loan Party to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;
(vi) any restrictions (related to the assets being sold) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all disposition of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, a Loan Party or a Subsidiary thereof;
(iiivii) the foregoing shall not apply any encumbrances or restrictions applicable solely to restrictions a Foreign Subsidiary and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or credit facility extended to any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, Foreign Subsidiary; provided that such agreements exist at the time such Person becomes encumbrances and restrictions do not extend to any Subsidiary that is not a Restricted Subsidiary Foreign Subsidiary;
(viii) restrictions on transfers of assets pursuant to a Lien permitted by Section 7.01; and
(ix) any encumbrance or such agreements are assumed and in each case are not created in contemplation of restriction arising under or in connection with such Person becoming a Restricted Subsidiary any agreement or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements instrument governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Equity Interests of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and Person other contracts entered into in the ordinary course than a wholly owned Subsidiary of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it that is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting after the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessRestatement Date.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Loan Party and any of their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or under applicable law, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated any restriction pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not any document, agreement or instrument governing or relating to any amendment or modification expanding the scope or duration of Lien permitted under Sections 7.3(c), (d), (f), (g), (h), (j), (k), (l), (m), (n), (o) and (p) (provided that any such restriction relates only to the assets or conditionproperty subject to such Lien or being Disposed), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements (provided that such provisions apply only to the applicable joint venture and to joint ventures permitted hereunder and the Capital Stock of any such applicable solely to such joint venture), or (xviii) any agreement of a Foreign Subsidiary customary net worth provisions or Restricted Subsidiary which is not similar financial maintenance provisions contained in real property leases entered into by a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)a Subsidiary of a Loan Party, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as the Borrower has determined in good faith that such agreement set worth provisions could not reasonably be expected to impair the ability of the Loan Parties or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting their respective Subsidiaries to meet their ongoing obligations under the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Fusion-Io, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Second Lien Loan Documents or the Senior Notes (or any agreement governing any Permitted Refinancing in respect of the Loans or the Senior Notes or any Second Lien Permitted Refinancings, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Closing Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the foregoing shall not apply to restrictions and conditions Closing Date contained in the agreements of governing the Indebtedness in effect on the Closing Date and in any Person that becomes a Restricted Subsidiary agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the Closing Date governing the Indebtedness being renewed, extended or is merged refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any of its Restricted Subsidiary Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Person after the date hereof, Liens; provided that such agreements exist at prohibitions or restrictions apply only to the time assets subject to such Person becomes Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such agreements are assumed Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower and in each case are outstanding on such date as long as such agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedSubsidiary, (ivix) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility customary restriction on cash or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any other deposits imposed under agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions or net worth provisions in joint venture agreements leases and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint ventureentered into in the ordinary course of business, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted provisions with respect to be incurred or permitted to exist under Section 8.2(t)dividends, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ; (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvxi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by subsection 8.2 if such restrictions are no more restrictive to the Borrower and its Restricted Subsidiaries than those contained under this Agreement.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under or by reason of (iA) this Agreement, the other Loan Documents, the ABL Loan Documents, the 2023 Notes Indenture and the 2025 Notes Indenture, (B) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is no more restrictive than the Loan Documents or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any ABL Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not more restrictive than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply any encumbrance or restriction applicable to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist effect at the time such Person becomes a Restricted Subsidiary or of the Borrower, so long as such agreements are assumed and in each case are agreement was not created entered into in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumedscope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as such restrictions are limited to the restrictions set forth therein are notproperty or assets subject to such leases, taken subleases, licenses or sublicenses, as a whole, materially more restrictive than the corresponding provisions in the Loan Documentscase may be, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) customary restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date contained in agreements relating to the extent Schedule 8.14 sale of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to a Restricted Subsidiary or any amendment or modification expanding the scope or duration of any assets pending such restriction or condition)sale, (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent provided that such restrictions or conditions apply only to the property Restricted Subsidiary or assets subject that is to be sold and such sale is permitted Lienhereunder, (vi) restriction of the nature referred to in clause (c) above under the agreements governing purchase money liens, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby, which restrictions are only effective against the assets financed thereby, (vii) any applicable law, rule or regulation (including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances), (viii) agreements related to other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such other Indebtedness (x) are (A) customary provisions for financing arrangements of their type or (B) not, when taken as a whole, materially more restrictive on the Loan Party or any of its applicable Subsidiaries than the restrictions contained in leasesthis Agreement as determined by the chief executive officer or the chief financial officer of the Borrower in good faith and (y) will not materially affect the Loan Parties’ ability to satisfy their obligations hereunder or under the other Loan Documents, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, or (ix) customary restrictions provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, venture (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of and its assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of Capital Stock issued by such agreements, (xiiiPerson) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower its Subsidiaries, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby)thereby (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated any restriction pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not any document, agreement or instrument governing or relating to any amendment or modification expanding the scope or duration of Lien permitted under Sections 7.03(c), (m), (n), (r) and (s)] (provided that any such restriction relates only to the assets or conditionproperty subject to such Lien or being Disposed), (vii) restrictions on the transfer of any asset (so long as such transfer is permitted hereunder) pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements permitted to be entered into hereunder (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation (in each case, to the extent that such restrictions or conditions apply only permitted to be consummated hereunder)), to the property or assets subject to extent in effect pending the consummation of such permitted Lientransaction, (viii) customary provisions in leases, licenses joint venture agreements and other contracts similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business restricting the assignment thereof, or (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) under any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSubordinated Debt Documents.
Appears in 1 contract
Samples: Credit Agreement (Bandwidth Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (viv) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration Indebtedness of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvi) restrictions imposed by any Governmental Authority agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or arising by reason of applicable Law(vii) any agreement governing or related to any Lien permitted under Sections 7.3(c), rule(d), regulation (f), (m), (n), (q), or order (t) or the terms Liens securing Indebtedness of any license, authorization, concession Foreign Subsidiary or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each casecase that is set forth in any agreement evidencing any amendments, under contracts entered into restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the ordinary course scope of businessany restriction or condition contained therein.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions or conditions imposed by any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority, (iii) customary restrictions and conditions contained in licenses, leases and franchise agreements, (iv) restrictions or conditions in respect of transfers or distributions affecting property or assets subject to a Lien permitted under Section 7.3, (v) restrictions or conditions contained in instruments and agreements evidencing Indebtedness for borrowed money permitted to be incurred under Section 7.2, that are taken as a whole no more restrictive than such restrictions and conditions contained in this Agreement, (vi) restrictions or conditions contained in any joint venture agreements, partnership agreements and other agreements relating to the joint ownership of assets, provided such restrictions or conditions apply only to the assets or property contained within such joint venture, partnership or other joint ownership arrangement, (vii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions Subsidiary and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions restrictions contained in leasesany documents relating to any Securitizations, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary provided such restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only apply to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessSecuritization Vehicle and its assets.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the First Lien Loan Documents, (B) any agreement governing Indebtedness incurred pursuant to Section 7.2(v) or (C) any agreement governing Permitted Refinancing in respect of the Loans, any loans under the First Lien Credit Agreement or any Indebtedness incurred pursuant to Section 7.2(v), in each case so long as any such agreement is not more restrictive than the Loan Documents, the First Lien Loan Documents and such Indebtedness, as applicable, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restriction under any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that Restricted Subsidiary becomes a Restricted Subsidiary or is merged of the Borrower, so long as such agreement was not entered into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the agreements being assumed, scope of any restriction contemplated by this Section 7.14 contained therein or (iv) any restrictions set forth customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in any Incremental Equivalent Debtleases, Replacement Facilitysubleases, Permitted Foreign Receivables Facility licenses or any Junior Indebtedness sublicenses, so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only are limited to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, subleases, licenses and other contracts entered into in or sublicenses, as the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businesscase may be.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower or of TWTC to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, TWTC, the Borrower or any other Restricted Subsidiary of the BorrowerTWTC, (b) make loans or advances to, or other Investments in, TWTC, the Borrower or any other Restricted Subsidiary of the Borrower TWTC or (c) transfer any of its assets to TWTC, the Borrower or any other Restricted Subsidiary of the BorrowerTWTC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions existing under (A) the Indentures as in effect on the Closing Date and (B) any Indenture entered into after the Closing Date; provided that any such limitation in any Indenture referred to in this clause (B) shall be no more restrictive than the corresponding limitations in the 2022 Senior Note Indenture, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in indenture or similar agreement governing any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or Notes (provided that any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially such limitations shall not be more restrictive than the corresponding provisions limitations set forth in the Loan Documents), (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing acquired Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.by
Appears in 1 contract
Samples: Credit Agreement (Tw Telecom Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting the assignment thereofBorrower and its Subsidiaries to meet their ongoing obligations under the Loan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business., (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business, (xii) Requirements of Law applicable to a Foreign Subsidiary prohibiting or restricting the applicable Foreign Subsidiary from making Restricted Payments to the Borrower, or (xiii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (x),
Appears in 1 contract
Samples: Credit Agreement (Stitch Fix, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, to the Borrower Company or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Restricted Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business agreements restricting the assignment thereof, (ixiv) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already that are binding on a Restricted Subsidiary when at the time it is acquired so long as such agreement or arrangement was becomes a Restricted Subsidiary and that were not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject contemplation of such agreementsits becoming a Restricted Subsidiary, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivv) restrictions imposed by any Governmental Authority or arising by reason agreement relating to secured obligations that apply only to the property securing such obligations and (vi) restrictions of applicable Law, rule, regulation or order or the terms type referred to in clauses (a) and (b) above with respect to Indebtedness of any licenseRestricted Subsidiary permitted pursuant to Section 7.2(A)(f), authorization, concession so long as such restrictions do not apply at times when the applicable Group Member is in compliance with certain financial covenants or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into tests in the ordinary course of businessapplicable documentation for such Indebtedness and no default exists thereunder.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, the Senior Note Indenture, the 2012 Senior Unsecured Note Indenture, the 2013 Senior Unsecured Note Indenture or any Additional Senior Unsecured Indentures, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debtthe organizational documents of the Subsidiaries of the Borrower listed on Schedule ES, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents(iv) applicable Requirements of Law, (v) customary provisions restricting subletting or assignment of any agreements lease governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)a leasehold interest of a Subsidiary, (vi) restrictions and conditions existing on any holder of a Lien permitted by Section 7.3 restricting the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 transfer of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xvii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)the Borrower, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower, and (viii) any Investment restrictions in any one or more agreements governing Indebtedness permitted under Section 8.7), which limitation is applicable only to 7.2 entered into after the assets Closing Date that are not materially more restrictive with respect to Borrower and its Subsidiaries than the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into equivalent restrictions set forth in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)
Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 7.8 (and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are no more restrictive those contained in the agreement to which it is a successor), enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Restricted Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Restricted SubsidiarySubsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement, (iii) any agreement in effect at the foregoing shall not apply to restrictions and conditions contained in agreements of time any Person that becomes a Restricted Subsidiary of Holdings (including by way of merger or is merged into or consolidated with the Borrower or consolidation) and any Restricted Subsidiary or agreements assumed from any Person successor agreement thereto in connection with the acquisition of assets by replacement or refinancing thereof; provided, that the Borrower or any Restricted Subsidiary provisions of such Person after the date hereofsuccessor agreement, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, when taken as a whole, materially are no more restrictive than the corresponding provisions those contained in the Loan Documentsagreement to which it is a successor; and provided further, that such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (viv) solely in the case of clause (c) above, any agreements agreement governing any purchase money Liens or Capital Lease Obligations Lien otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed covered thereby)) and (v) solely in the case of clause (c) above, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Agl Resources Inc)
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary agreement or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements instrument governing Indebtedness assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes Guarantor permitted hereunder or secured by a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or Lien encumbering assets acquired in connection with such Person becoming a Restricted Subsidiary therewith, which encumbrance or restriction is not applicable to any Person, or the agreements being assumedproperties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility Lien permitted by Section 6.4 imposed by the holder of such Lien or any Junior Indebtedness so long as on the restrictions set forth therein are not, taken as transfer of assets subject to a whole, materially more restrictive than Disposition permitted by Section 6.12 imposed by the corresponding provisions in the Loan Documentsacquirer of such assets, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable (in each case relating solely to such the respective joint venture, (xventure or similar entity or the Capital Stock therein) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvi) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or contained in the terms of any licenseagreements governing purchase money obligations, authorizationCapital Lease Obligations or attributable obligations not incurred in violation of this Agreement; provided that, concession or permit or such restrictions relate only to the property financed with such Indebtedness, (xvvii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, or (viii) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices.
Appears in 1 contract
Samples: Secured Debtor in Possession Credit Agreement (Motors Liquidation Co)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (ax) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (by) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (cz) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under (A) the Loan Documents, (B) the Term Loan Documents and (C) any Incremental Equivalent Debt as defined in the Term Loan Agreement (or any substantially similar term in any Term Loan Facility) and in each case, any Permitted Refinancing thereof,
(ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ,
(iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in the agreement governing any Incremental Equivalent Debt, Replacement Facility, Indebtedness incurred under clause (j) of the definition of “Permitted Foreign Receivables Facility or any Junior Indebtedness Indebtedness” so long as the restrictions set forth therein are not, taken as a whole, not materially more restrictive than the corresponding provisions in the Loan Documents, ,
(viv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ,
(viv) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) date hereof identified on Schedule 8.14 of the Disclosure Letter 7.02(m) (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), ,
(viivi) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, ,
(viiivii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, ,
(ixviii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, ,
(xix) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t7.02(a), ,
(xix) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, ,
(xi) Requirements of Law,
(xii) customary provisions limiting restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.02(c) or the disposition sale of any property permitted under Section 7.02(d) pending the consummation of such transaction or distribution sale,
(xiii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of assets or property in asset sale agreementsthe Borrower, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower,
(xiv) any Investment instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property or assets of any Person, other than the Person or the Property or assets of the Person so acquired, or
(xv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted under Section 8.7by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), which limitation is applicable only to the assets that are the subject of such agreements(x), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (xiv) of this clause (m); provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions imposed than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by any Governmental Authority or arising the Administrative Agent, certified in writing to the Administrative Agent by reason a Responsible Officer of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessBorrower).
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Group Member other than the Borrower (and with respect to subclauses (c)(vi) and (c)(vii) below, including any other SPV Subsidiary that is not a Group Member) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Group Member held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary Group Member imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGroup Member, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses, joint venture agreements and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any subsidiary becomes a subsidiary of a Loan Party, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration transfer of any such restriction Financing Asset pending the close of any Permitted Risk Retention Facility or condition)Permitted Secured Financing, (vii) restrictions on distributions pursuant to an SPV Subsidiary’s Permitted Secured Financing or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent other Contractual Obligations binding on such SPV Subsidiary or its assets (provided that such restrictions Contractual Obligations were not entered into in connection with, or conditions apply only to in contemplation of such Permitted Secured Financing or hindering or prohibiting such distribution other than for a bona fide business purpose (as determined by the property or assets subject to such permitted LienBorrower in good faith)), (viii) customary applicable law, (ix) provisions in leases, licenses joint venture agreements and other contracts similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, or (x) any restriction pursuant to any document, agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party instrument governing Indebtedness or relating to any Lien permitted to be incurred under Sections 7.3 or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it option to Dispose any asset of any Group Member, the Disposition of which is acquired so long as permitted by any other provision of this Agreements (provided that any such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Original Closing Date (including the Senior Unsecured Note Indenture), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and outstanding on such date, which encumbrance or restriction is not applicable to the any other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiivii) the foregoing shall not apply any encumbrances or restrictions applicable solely to restrictions a Foreign Subsidiary and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition transfers of assets pursuant to a Lien permitted by the Borrower Section 8.3, (ix) any encumbrance or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such Person becoming a Restricted Subsidiary agreement or instrument or (y) the agreements being assumed, Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (ivB) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility the encumbrance or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, restriction is not materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date disadvantageous to the extent Schedule 8.14 of Lenders than is customary in comparable financings (as determined in good faith by the Disclosure Letter is updated pursuant to Section 1.6Borrower) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary encumbrance or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred restriction arising under or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment agreement or instrument governing Capital Stock of any agreement entered into in Person other than a Wholly Owned Subsidiary that is acquired after the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessOriginal Closing Date.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions or conditions imposed by on the transfer of any agreement relating to Liens permitted by this Agreement but solely to asset pending the extent that close of the sale of such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses asset and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions contained in joint venture purchase agreements and other similar acquisition agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7)by way of merger, which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority acquisition or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.120
Appears in 1 contract
Samples: Credit Agreement (Accuray Inc)
Clauses Restricting Subsidiary Distributions. Enter into Create or suffer to exist or become effective otherwise cause any consensual encumbrance or restriction of any kind (other than in a Loan Document) on the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments in respect any other distributions on any of any such Subsidiary’s Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, owned by the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans repay or advances to, or other Investments in, prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Restricted Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (cd) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary of the BorrowerBorrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Sections 7.2(c), except for such encumbrances or 7.2(f), 7.2(l), 7.2(m), and 7.2(t) that impose restrictions existing under or on the property so acquired and proceeds thereof, (ii) by reason of customary provisions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iiii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) any restrictions existing under the Loan Documents contained in agreements related to Indebtedness of any Foreign Subsidiary (iiin which case such restriction shall relate only to such Foreign Subsidiary and its Subsidiaries), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been Contractual Obligations incurred in the ordinary course of business and on customary terms which prohibit transfers of the assets subject of the applicable Contractual Obligation, and (vii) in agreements entered into in connection with the Disposition of all or substantially all of Facilities Consolidation Program and the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby 7E7 Program (in which case, any prohibition or limitation shall only be effective against the assets property financed therebythereby and the proceeds thereof), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of Holdings, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated any restriction pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not any document, agreement or instrument governing or relating to any amendment or modification expanding the scope or duration of Lien permitted under Section 7.2(i), Section 7.3(c), (d), (f), (g), (i), (l) (m), (n), (r), (s), (t) and (v) (provided that any such restriction relates only to the assets or conditionproperty subject to such Lien or being Disposed), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, restriction set forth on Schedule 7.16(vii)or (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xivvii) restrictions imposed by any Governmental Authority or arising by reason applying in respect of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessIIA Grants.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under the Loan Documents Documents;
(ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, Subsidiary otherwise permitted hereby;
(iii) the foregoing shall not apply to restrictions and conditions contained in agreements any agreement governing Acquired Debt or Capital Stock of any a Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets acquired by the Borrower or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such Person after acquisition and not in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the date hereofproperties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that such agreements exist at acquisition is a Permitted Acquisition and, in the time case of Acquired Debt, such Person becomes a Restricted Subsidiary or such agreements are assumed and Indebtedness is permitted by this Agreement, provided that the restrictions contained in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior governing such Indebtedness so long as the restrictions set forth therein are notno more restrictive, taken as a whole, materially more restrictive than those contained in the corresponding agreements governing the Indebtedness being refinanced;
(iv) customary non-assignment provisions in the Loan Documentspurchase and sale or exchange agreements or similar operational agreements or in licenses, (v) any agreements governing any purchase money Liens easements or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts in each case entered into in the ordinary course of business restricting and consistent with past practices, to the extent such provisions restrict the transfer or assignment thereof, ;
(ixv) customary restrictions any agreement relating to secured Indebtedness otherwise permitted by this Agreement that limits the right of the debtor to Dispose of the property subject to such Liens;
(vi) provisions with respect to the Disposition of property in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, to the extent that the Investment in such Joint Venture is permitted hereby; and
(xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xvvii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by utility, insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of MVWC (other than a Special Purpose Subsidiary with respect to the Qualified Securitization Transaction to which such Special Purpose Subsidiary is a party) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower MVWC or any other Restricted Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower MVWC or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerMVWC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or (so long as such restrictions are, in the good faith determination of MVWC, (x) customary for the relevant type of Indebtedness and (y) not materially more restrictive (taken as a whole) than such restrictions existing under the Loan Documents) under the documentation governing any Indebtedness incurred pursuant to Section 7.2(s) or (x), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) the foregoing shall not apply to any restrictions and conditions contained in agreements of that are binding on any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person Subsidiary first becomes a Restricted Subsidiary or of MVWC (provided that such agreements are assumed and in each case are restrictions were not created incurred in contemplation of or in connection with such Person becoming a Restricted Subsidiary of MVWC) (and any renewal or extension of a restriction permitted by this clause (iii) or any agreement evidencing such restriction or any amendment or modification thereof, in each case that does not materially expand the agreements being assumedscope of such restriction), (iv) any customary restrictions set forth contained in any Incremental Equivalent Debtleases, Replacement Facilitysub-leases, Permitted Foreign Receivables Facility licenses, sub-licenses or any Junior Indebtedness similar agreements that are, in each case, otherwise permitted by this Agreement and entered into in the ordinary course of business, (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements and other similar agreements otherwise permitted by this Agreement, so long as such limitations are applicable only to the assets that are the subject of such agreements, (vi) customary restrictions set forth therein are notin joint venture agreements and other similar agreements or arrangements relating solely to such joint venture, taken as a whole, materially more restrictive than the corresponding (vii) customary provisions restricting assignment of any agreement entered into by any Group Member in the Loan Documentsordinary course of business, (vviii) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vithereby and any proceeds thereof) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements with respect to cash deposits, escrow arrangements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturecash collateral, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created the Lien in anticipation respect of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment cash collateral is permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business7.3.
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction (other than nominal encumbrances or restrictions) on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (xv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t)Borrower, (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement applies only to such Subsidiary, was not created entered into solely in anticipation contemplation of such acquisitionPerson becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein, or (xiivi) customary provisions limiting the disposition any restriction pursuant to any document, agreement or distribution of assets instrument governing or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with relating to any Investment Lien permitted under Section 8.7), which limitation is applicable 7.3 (m) and (n) (provided that any such restriction relates only to the assets that are the or property subject of to such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority Lien or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of businessbeing Disposed).
Appears in 1 contract
Samples: Credit Agreement (TechTarget Inc)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any Restricted Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (cC) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, or (b) any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the foregoing shall not apply Closing Date (including this Agreement) and any similar indentures, agreements or instruments to restrictions the extent such restrictions, limitations, conditions and conditions contained prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedinstruments (including this Agreement), (iv) any restrictions set forth consisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility agreement or instrument in effect at the time a Person first became a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any Junior Indebtedness of its Subsidiaries, so long as such agreement or instrument was not entered into in contemplation of such Person becoming a Subsidiary of the restrictions set forth therein are notBorrower or such assumption, taken as a whole, materially more restrictive than the corresponding (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the Loan Documentstransfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (vviii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary, (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, to the extent any prohibition or limitation shall only be effective against restricts Liens on the assets financed thereby), (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vii) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (viii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with the Permitted Eclipsys Acquisition and any Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (vi) or (xii) above, provided that the encumbrance or restriction under such amendment or refinancing is no less favorable to the Lenders than that which existed under the contract, investment or obligation that has been amended or refinanced and was permitted under clause (vi) above.
Appears in 1 contract
Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of:
(i) any restrictions existing under the Loan Documents and any Permitted Refinancing thereof,
(ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ,
(iii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions set forth in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, not materially more restrictive than the corresponding provisions in the Loan Documents, ,
(viv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ,
(viv) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) date hereof identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), ,
(viivi) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, ,
(viiivii) customary provisions in leases, licenses and other contracts entered into in the ordinary course of business restricting the assignment thereof, ,
(ixviii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, ,
(xix) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), 8.2,
(xix) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, ,
(xi) Requirements of Law,
(xii) customary provisions limiting restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the disposition sale of any property permitted under Section 8.5 pending the consummation of such transaction or distribution sale,
(xiii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of assets or property in asset sale agreementsthe Borrower, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower,
(xiv) any Investment instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired,
(xv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted under Section 8.7by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), which limitation is applicable only to the assets that are the subject of such agreements(x), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions imposed than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by any Governmental Authority or arising the Administrative Agent, certified in writing to the Administrative Agent by reason a Responsible Officer of applicable Lawthe Borrower), ruleor
(xvi) prohibitions, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, and conditions contained in each case, under contracts entered into in the ordinary course of businessagreements relating to a Permitted Receivables Facility.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the foregoing shall not apply to restrictions assignment of leases, licenses and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumedother agreements, (iv) any restrictions set forth of the nature referred to in any Incremental Equivalent Debt, Replacement Facility, Permitted Foreign Receivables Facility or any Junior Indebtedness so long as the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents, clause (vc) any above under agreements governing any purchase money Liens liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall restrictions are only be effective against the assets financed thereby), (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions and conditions existing on the Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to under any amendment or modification expanding the scope or duration of any such restriction or condition)Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely consolidation), to the extent that in effect pending the consummation of such restrictions or conditions apply only to the property or assets subject to such permitted Lientransaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in leases, licenses and other contracts real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of business restricting Holdings and its Subsidiaries to meet their ongoing obligations under the assignment thereofLoan Documents, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venturelaw, (x) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or (xii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n) or (s) (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).
Appears in 1 contract
