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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, New Holdings or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings or any other Restricted Subsidiary, 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 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 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 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 Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, 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)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 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 Effective Date date of this Agreement contained in the agreements governing the Indebtedness in effect on the Effective Closing 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 date of this Agreement 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 the Company 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 subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 capital stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings the Company and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Company, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; and (xi) restrictions on deposits imposed 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 1 contract
Clauses Restricting Subsidiary Distributions. Enter Shall not, and shall not permit any other Loan Party to, 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted Subsidiary, Subsidiary Guarantor or (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiaryGuarantor, 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 or pursuant to the Plan of Reorganization, (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries or the properties or assets of the Borrower or its Subsidiaries (other than the Subsidiary, or the property or assets of the Subsidiary so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this Section 7.10 or this clause (iv) or contained in any amendment to or replacement of 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 or replacement financing agreement is or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than that which exists as of the Effective Date)encumbrances and restrictions contained in such predecessor agreement, (iiv) 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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the 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 any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in joint venture agreements and other similar agreements entered into in the ordinary course of business, any agreement governing debt incurred by any Foreign Subsidiary; (vii) Liens permitted under Section 8.3 and any documents or instruments governing restrictions on the terms transfers of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only assets pursuant to the assets subject to such Liensdocumentation governing a Lien permitted by Section 7.01; and (viii) any encumbrance or restriction arising under or in connection with respect to a Restricted Subsidiary pursuant to an any agreement relating to any or instrument governing Capital Stock or Indebtedness incurred by such Restricted of any Person other than a Wholly Owned Subsidiary on or prior to that is acquired after the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementClosing Date.
Appears in 1 contract
Samples: First Lien Term Credit Agreement (Foamex International 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements Senior Subordinated Note Indenture (or any other agreement 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 refinancedpermitted under Section 8.2(f)), (v) customary provisions restricting the assignment of rights under contracts, (vi) customary non-assignment provisions with respect to contracts, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the Property so acquired, (xviii) provisions with respect to dividendsany agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, the disposition (ix) restrictions on cash or distribution of assets other deposits or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business; business and (xix) restrictions on deposits imposed rights to dispose of assets subject to Liens permitted under contracts entered into in the ordinary course of business; and (xiiSection 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(p) 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 Agreementor 8.3(q).
Appears in 1 contract
Samples: Credit Agreement (Jondex 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings or any other Restricted Subsidiary, Loan Party,
(b) make loans or advances to, or other Investments in, New Holdings or any other Restricted Subsidiary or Loan Party; or
(c) transfer any of its assets to New Holdings or any other Restricted SubsidiaryLoan 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, the Term Loan Agreement 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), (k) (solely with respect to the party to such Indebtedness), (r) and (s) (solely with respect to clauses (b) and (c) above);
(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 Loan Party or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party or its Subsidiary (other than Indebtedness incurred as consideration in, in respect contemplation of or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by a Loan Party) 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 long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary;
(iv) any encumbrance or restriction contained pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Datesubsection (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 Restricted 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 the Equity Interests 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 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 a Loan Party 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, a Subsidiary thereof;
(vii) Liens permitted under Section 8.3 any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any documents or instruments governing the terms of credit facility extended to any Indebtedness or other obligations secured by any such LiensForeign Subsidiary; provided that such prohibitions or encumbrances and restrictions apply only do not extend to the assets subject to such Liens; any Subsidiary that is not a Foreign Subsidiary;
(viii) restrictions on transfers of assets pursuant to a Lien permitted by Section 7.01; and
(ix) any encumbrance or restriction arising under or in connection with respect to any agreement or instrument governing Equity Interests of any Person other than a Restricted wholly owned Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to of a Loan Party that is acquired after the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementClosing Date.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Clauses Restricting Subsidiary Distributions. Enter Shall not, and shall not permit any other Loan Party to, 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted Subsidiary, Subsidiary Guarantor or (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiaryGuarantor, 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)Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed encumbrance or restriction pursuant to applicable law or an agreement that has been in effect at or entered into in connection with on the disposition Closing Date or pursuant to the Plan of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted SubsidiaryReorganization, (iii) applicable law, (iv) restrictions in effect on the 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Capital Stock or Indebtedness obligation incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings the Borrower (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 was acquired by the Borrower) and outstanding on such date as long as such agreement was date, which encumbrance or restriction is not entered into in contemplation applicable to the Borrower or its Subsidiaries or the properties or assets of such Person becoming a Restricted the Borrower or its Subsidiaries (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), (ixiv) any customary encumbrance or restriction on cash pursuant to an agreement effecting a refinancing or other deposits imposed under agreements entered into replacement of Indebtedness incurred pursuant to an agreement referred to in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of businessclause (i), (xii) provisions with respect to dividends, the disposition or distribution (iii) of assets this Section 7.10 or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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.clause
Appears in 1 contract
Samples: Second Lien Term Credit Agreement (Foamex International 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 U.S. Borrower to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the U.S. Borrower or any other Restricted SubsidiarySubsidiary Guarantor, (bii) make loans or advances to, or other Investments in, New Holdings the U.S. Borrower or any other Restricted Subsidiary Guarantor or (ciii) transfer any of its assets to New Holdings the U.S. Borrower or any Subsidiary Guarantor or (b) any Subsidiary of the Canadian Borrower to (i) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Canadian Borrower or any Canadian Guarantor, (ii) make loans or advances to, or other Restricted SubsidiaryInvestments in, except the Canadian Borrower or any Canadian Guarantor or (iii) transfer any of its assets to the Canadian Borrower or any Canadian Guarantor, except, in the case of each of clauses (a) and (b), for such encumbrances or restrictions existing under or by reason of (iA) 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)Documents, (iiB) 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 SubsidiarySubsidiary permitted hereby, and (iiiBC) applicable law, customary restrictions on transfer in connection with purchase money security interests and Capital Lease Obligations otherwise permitted under this Agreement (ivprovided that such restrictions shall be limited to the assets that are the subject of such purchase money security interest or Capital Lease Obligation) and (D) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date Qualifying Senior Unsecured Debt and in any agreements governing any refinancing thereof if Qualifying Senior Secured Debt so long as such restrictions are no not more restrictive onerous, taken as a whole, to the U.S. Borrower and its Subsidiaries (as determined in good faith by the U.S. Borrower) 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 1 contract
Samples: Credit Agreement (Cedar Fair 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 the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the 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) applicable law, (iv) restrictions in effect on the 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 which are no 87 not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the agreements as in effect on provisions of this Agreement, (iv) any documents relating to joint ventures to the Effective Date governing the Indebtedness being renewed, extended or refinancedextent that such joint ventures are not prohibited hereunder, (v) customary non-assignment provisions with respect any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant 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 an Investment permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person becoming a Restricted Subsidiaryand assets, (ixvi) any customary restriction on cash agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or other deposits imposed under agreements entered into limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary and (vii) with respect to the restrictions in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of businessclause (c), (x) provisions with respect restrictions or conditions imposed by any agreement relating to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness secured debt permitted by Section 8.2 this Agreement if such restrictions are no more restrictive or conditions apply only to the Group Members than those property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained under this Agreementtherein; provided that loans made by the Borrower or any Subsidiary to any other 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 lenders to such Securitization Entity.
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 to the Borrower or its Subsidiaries in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) 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)Documents, (iiiii) 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) any restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if a Disposition permitted under Section 7.5, provided that 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 refinancedrestriction relates solely to property to be disposed of, (v) customary non-assignment provisions any restrictions in existence at the time of any acquisition consummated in accordance with respect to contractsSection 7.8(i) (and any renewal, leases modification or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of businessamendment thereof), (vi) customary provisions in joint venture agreements and other similar agreements restricting assignment of any agreement entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any customary provisions in joint venture agreements or similar agreements or the organizational documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided Subsidiaries that such prohibitions or restrictions apply only to the assets subject to such Liens; are not Wholly Owned Subsidiaries, (viii) any encumbrance agreements governing purchase money Indebtedness or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings Lease Obligations permitted hereby and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if to be incurred hereunder (or any permitted refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension thereof), to the extent such restrictions either are no more restrictive to the Group Members than those contained under this Agreement.not
Appears in 1 contract
Samples: Credit Agreement (Gartner 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) such encumbrances or restrictions required by applicable law, (iv) such encumbrances or restrictions in effect on the 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) consisting of customary non-assignment provisions in leases, subleases, licenses and sublicenses governing leasehold interests, licenses or sublicenses to the extent such provisions restrict the transfer of the lease, subleases, license, sublicenses or the property leased, subleased, licensed or sublicensed thereunder, (v) such encumbrances or restrictions with respect to contracts, leases Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or licensing restrictions are customary in agreements entered into by New Holdings of such type or any are of its Restricted the type existing under the agreements listed on Schedule 6.13 and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions restrictions under the Proposed ABL Financing (which restrictions covered by this Section shall not be materially more restrictive than this Agreement) or the Proposed European Financing (which restrictions shall only apply to the Subsidiaries which participate in the Proposed European Financing), (vii) restrictions under joint venture agreements and or other similar agreements entered into in the ordinary course of businessbusiness in connection with Joint Ventures, (viiviii) Liens permitted under Section 8.3 and restrictions on any documents or instruments governing Person existing at the terms of any Indebtedness or other obligations secured by any time such Liens; provided that Person becomes a Subsidiary after the date hereof so long as such prohibitions or restrictions apply limitations are 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, and (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 applicable to the Group Members than those contained TMD Entities under this Agreementtheir organizational documents.
Appears in 1 contract
Samples: 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 Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary Guarantor held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted SubsidiarySubsidiary Guarantor (to the extent such restrictions relate only to such Subsidiary Guarantor and such Disposition is otherwise permitted under this Agreement), (iii) applicable lawrestrictions in Indebtedness constituting Capital Lease Obligations or secured purchase money Indebtedness, to the extent prohibiting transfers of the assets financed with such Indebtedness, (iv) restrictions contained in effect Indebtedness permitted under Section 9.2(h) as of the date such Indebtedness is incurred binding only on the Effective Date contained Persons or assets acquired in the agreements governing the Indebtedness in effect on the Effective Date a Second Lien Facility Permitted Acquisition 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 restrictions prohibiting transfers referred to contractsin clause (c) above of IRUs or Rights of Way in leases, licenses or agreements relating thereto or prohibiting assignments of leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case and licenses 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 1 contract
Samples: Credit and Guaranty Agreement (Leucadia National 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 Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) such encumbrances or restrictions required by applicable law, (iv) such encumbrances or restrictions in effect on the 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) consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder, (v) such encumbrances or restrictions with respect to contracts, leases Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or licensing restrictions are customary in agreements entered into by New Holdings of such type or any are of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, type existing under the agreements listed on Schedule 7A.15 and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries (vi) customary provisions in joint venture agreements any restrictions existing under the Amended and other similar agreements entered into in Restated Five-Year Revolving Credit Agreement or the ordinary course of businessShort-Term Credit Agreement, (vii) Liens permitted any restrictions existing under Section 8.3 the Receivables Purchase and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; Sale Agreements and (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 Restricted Subsidiary restrictions existing under the agreements listed on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementSchedule 7A.15.
Appears in 1 contract
Samples: Five Year Revolving Loan 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 of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, 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)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 all or substantially all of the assets of such Restricted Subsidiaryorder, (iii) applicable law, (iv) restrictions in effect on the 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 restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of its Restricted Subsidiariesany Group Member, in each case entered into in (iv) restrictions on the ordinary course transfer of businessassets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale, (vi) customary provisions in joint venture agreements and other similar agreements entered into by the Borrower or one of its Subsidiaries and any Person (other than the Borrower or any Affiliate of the Borrower), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and purchase money obligations (including any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viiicapitalized lease obligations) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was property acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xiviii) restrictions on deposits imposed under contracts entered into the Elvis Operating Company Charter Documents, as in effect on the ordinary course Restatement Date or (ix) restrictions imposed on any Permitted Joint Venture under the terms 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 AgreementNon-Recourse Indebtedness.
Appears in 1 contract
Samples: 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 Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable lawwith respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date) and (iv) restrictions in effect on the Effective Date contained in 2020 Indenture, the agreements governing 2021 Indenture or the Indebtedness in effect on the Effective Date 2024 Indenture and in any agreements governing any refinancing thereof if permitted by Section 7.2(m); provided that the provisions of any such restrictions refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are no more restrictive than at least as favorable to the Secured Parties as 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends2020 Indenture, the disposition 2021 Indenture or distribution of assets or property in joint venture agreementsthe 2024 Indenture, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementas applicable.
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 Equity Interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Equity Interests or all or substantially all of the assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) applicable law[Reserved], (iv) any restrictions in effect on the Effective Date contained in the agreements documents governing the 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 effect on the Effective Date and in any agreements governing any refinancing thereof if Section 7.3(q)) so long as either (x) such restrictions are no more restrictive onerous in any material respect than those contained in the agreements Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date governing Date, or (y) the Indebtedness being renewed, extended Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or refinancedmaterially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) customary non-assignment provisions any restrictions contained in agreements governing Indebtedness assumed in connection with respect the acquisition of any Person that becomes a Subsidiary pursuant to contracts, leases Section 7.7(f) or licensing agreements entered into by New Holdings (h) so long as such Indebtedness is permitted under Section 7.2(f) or any (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and 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 restrictions contained in the ordinary course of businessCCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) Liens permitted under Section 8.3 and restrictions contained in any documents QPC -92- Indenture or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to Holdings Credit Documents as in effect on the assets subject to such Liens; Restatement Effective Date, (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 Restricted Subsidiary on or prior to restrictions contained in the date on which such Restricted Subsidiary was acquired by New Holdings organizational documents of CC VIII, LLC, and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiaryother documents governing the CCVIII Interest, (ix) any customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction on cash or other deposits imposed under agreements applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or net worth provisions as required in leases any franchise permit, and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any governing Indebtedness permitted by under Section 8.2 if such restrictions are no more restrictive 7.2(d) to the Group Members than those contained under this Agreementextent prohibiting transfers of the assets financed with such Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Charter Communications, Inc. /Mo/)
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of of
(i) any restrictions existing under or permitted by the Loan Documents Documents;
(ii) any encumbrance or restriction pursuant to applicable Law;
(iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date of acquisition, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary;
(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 is 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 which exists as restricts the subletting, assignment, sublicense 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 Effective Date), property subject to such security agreements;
(iivi) 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 the Equity Interests or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary permitted by Section 7.05;
(vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary, ;
(iii) applicable law, (ivviii) restrictions in effect on the Effective Date transfers of assets pursuant to a Lien permitted by Section 7.01;
(ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 7.03 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 agreements terms of such agreement or instrument or (y) such encumbrance or restriction will not 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;
(x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Equity Interests of any Person other than a Wholly-Owned Subsidiary that is acquired after the Closing Date;
(xi) any negative pledges and restrictions on Liens in favor of any holder of 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 7.03 but solely to the extent any documents negative pledge relates to the property financed by or instruments governing the terms subject of any Indebtedness or other obligations secured the Indebtedness;
(xii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 7.03(m) to the extent such Liens; provided that such prohibitions or restrictions apply only to the property or assets subject to (including proceeds and products thereof and any accessions thereto) securing such LiensIndebtedness; and
(viiixiii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction restrictions on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed by customers 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 1 contract
Samples: Credit Agreement (Carters Inc)
Clauses Restricting Subsidiary Distributions. Enter The Company will not, and will not permit any Domestic 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings the Company or any other Restricted Subsidiary, 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)First Lien Credit Agreement, (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) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Company or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions in effect on the Effective Date contained in transfer of assets subject to any Lien permitted by Section 6.3 imposed by the agreements governing the Indebtedness in effect holder of such Lien or on the Effective Date and in any agreements governing any refinancing thereof if transfer of assets subject to a Disposition permitted by Section 6.5 imposed by the acquirer of 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 refinancedassets, (v) customary non-assignment provisions with respect to contracts, leases or licensing in joint venture agreements entered into by New Holdings or any of its Restricted Subsidiaries, and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, (vi) customary provisions restrictions contained in joint venture the terms of any agreements and 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 property financed with such Indebtedness, (vii) restrictions on cash or other similar agreements deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth non-assignment provisions in leases leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xiiix) any restrictions under encumbrance or restriction imposed by any terms of any Indebtedness permitted by Section 8.2 if clause (g) of the definition of Permitted Indebtedness or by any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (viii) above; provided, however, that the provisions relating to such restrictions encumbrance or restriction contained in any such Indebtedness amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are no more restrictive less favorable to the Group Members Company and its Subsidiaries and the Lenders in any material respect, than those the provisions relating to such encumbrance or restriction contained under in agreements referred to in such clause or in the case of any Indebtedness permitted by clause (g) of the definition of Permitted Indebtedness, this Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Daimler Ag)
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Equity Interests or all or substantially all of the assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) applicable lawany restrictions referred to in clauses (a), (b) and (c) above contained in the CCH Senior Note Indenture or in any other document governing the issuance of notes or other securities in a private placement or a registered securities offering (including those of a Qualified Parent Company) so long as such restrictions, are no more onerous than those contained in the CCH Senior Note Indenture (other than restrictions based on satisfying a leverage ratio condition or equity proceeds and capital contributions baskets), (iv) the encumbrances and restrictions in effect on the Effective Date LaGrange Entities pursuant to the LaGrange Documents, (v) any restrictions contained in the agreements documents governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if permitted under Section 7.2(f), 7.2(j) or 7.2(m) so long as such restrictions are no more restrictive onerous than those contained in the Loan Documents, (vi) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(g) or (m) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vii) restrictions contained in the documents governing Indebtedness permitted under Section 7.2(h) as in effect on the Restatement Effective Date governing the Indebtedness being renewedDate, 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary restrictions contained in the CCO Senior Note Indenture as in effect on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted SubsidiaryRestatement Effective Date, (ix) any restrictions contained in the Avalon Indenture as in effect on the Restatement Effective Date, (x) restrictions contained in the organizational documents of Helicon and other documents governing the Helicon Preferred Stock as in effect on the Restatement Effective Date, (xi) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (xii) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction on cash or other deposits imposed under agreements applies solely to the assets to be so Disposed, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business consistent with past practices or net worth provisions as required in leases any franchise permit, and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any governing Indebtedness permitted by under Section 8.2 if such restrictions are no more restrictive 7.2(e) to the Group Members than those contained under this Agreementextent prohibiting transfers of the assets financed with such Indebtedness.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures and the Note Lien Documents referred to therein), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (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 is 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 which exists as 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 Effective Date)property subject to such security AGREEMENTS, (iivi) 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 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions encumbrances or restrictions apply only applicable solely to the assets subject a Foreign Subsidiary and contained in any credit facility extended to such Liensany Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 7.3, (ix) any encumbrance or restriction arising under or in connection with respect to a Restricted Subsidiary pursuant to an any agreement or instrument relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 7.2(m) 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 restrictions are no agreement or instrument or (y) the 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 (B) the encumbrance or restriction is not materially more restrictive disadvantageous to the Group Members Lenders than those contained is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under this Agreementor 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.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable lawwith respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date), (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect HUD Transaction Documents on the Effective Date date hereof and in any agreements governing (v) the 2010 Indenture and any refinancing thereof if permitted by Section 7.2(m); provided that the provisions of any such restrictions refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are no more restrictive than at least as favorable to the Secured Parties as 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreement2010 Indenture.
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 Equity Interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of of
(i) any restrictions existing under or permitted by the Loan Documents Documents;
(ii) any encumbrance or restriction pursuant to applicable law;
(iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date of acquisition, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary;
(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 is 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 which exists as restricts the subletting, assignment, sublicense 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 Effective Date), property subject to such security agreements;
(iivi) 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 the Equity Interests or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary permitted by Section 7.05;
(vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary, ;
(iii) applicable law, (ivviii) restrictions in effect on the Effective Date transfers of assets pursuant to a Lien permitted by Section 7.01;
(ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 7.03(l) 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 agreements terms of such agreement or instrument or (y) the 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 (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 Equity Interests of any Person other than a wholly owned Subsidiary that is acquired after the Closing Date;
(xi) any negative pledges and restrictions on Liens in favor of any holder of 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 7.03 but solely to the extent any documents negative pledge relates to the property financed by or instruments governing the terms subject of any Indebtedness or other obligations secured the Indebtedness;
(xii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 7.03(m) to the extent such Liens; provided that such prohibitions or restrictions apply only to the property or assets subject to (including proceeds and products thereof and any accessions thereto) securing such LiensIndebtedness; and
(viiixiii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction restrictions on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed by customers 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 1 contract
Samples: Credit Agreement (Carter William 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 other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, the First Lien Credit Agreement 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), Additional First Lien Debt 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, ; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing indebtedness existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are indebtedness so long as no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, respective existing indebtedness); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; the foregoing, and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and Agent and/or the Collateral Agent may agree .
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions existing under the Loan Documents (or any agreement governing any Permitted Refinancing in respect of and/or 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)Second Lien Notes 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 all or substantially all of the assets of such Restricted Subsidiary and applicable only to such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the 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 refinancedPermitted Unsecured Refinancing Debt, (v) customary provisions restricting the assignment of rights under contracts, (vi) customary non-assignment provisions with respect to contracts, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the Property so acquired, (xviii) provisions with respect to dividendsany agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, the disposition (ix) restrictions on cash or distribution of assets other deposits or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business; business and (xix) restrictions on deposits imposed rights to dispose of assets subject to Liens permitted under contracts entered into in the ordinary course of business; and (xiiSection 8.03(e), 8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) 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 Agreementor 8.03(q).
Appears in 1 contract
Samples: Credit Agreement (Roundy's, 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or (or any agreement governing any Permitted Refinancing in respect of B) 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)First Lien 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 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 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 refinancedNote Indenture, (v) customary provisions restricting the assignment of rights under contracts, (vi) customary non-assignment provisions with respect to contracts, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the Property so acquired, (xviii) provisions with respect to dividendsany agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, the disposition (ix) restrictions on cash or distribution of assets other deposits or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business; business and (xix) restrictions on deposits imposed rights to dispose of assets subject to Liens permitted under contracts entered into in the ordinary course of business; and (xiiSection 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(p) 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 Agreementor 8.3(q).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Roundy's Parent Company, 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 Hanover to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings Hanover or any other Restricted SubsidiarySubsidiary of Hanover, (b) make loans or advances to, or other Investments in, New Holdings Hanover or any other Restricted Subsidiary of Hanover or (c) transfer any of its assets to New Holdings Hanover or any other Restricted SubsidiarySubsidiary of Hanover, except for (i) such encumbrances or restrictions existing under or by reason of (ix) any restrictions existing under the Corporate Credit Agreement and the other Loan Documents (or any agreement governing any Permitted Refinancing as defined in respect of the Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to Corporate Credit Agreement) and the Lenders than that which exists as of the Effective Date), Equipment Lease Participation Agreements and (iiy) 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, (ii) encumbrances or restrictions which do not adversely affect the ability of Hanover and its Subsidiaries to repay the Loans hereunder, (iii) applicable law, (iv) restrictions in effect on the 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 Subsidiaries not directly owned by Hanover, HCLP or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, Qualified Subsidiary and (viiv) 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction Unqualified Subsidiaries with respect to a Restricted Subsidiary pursuant Non-Recourse Indebtedness.
8. Amendment to an agreement relating Annex B to any Capital Stock or Indebtedness incurred each of the Participation Agreements. Annex B to each of the Participation Agreements is hereby amended by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings deleting Annex B thereof in its entirety and outstanding on such date as long as such agreement was not entered into adding Annex B attached hereto in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementits place.
Appears in 1 contract
Samples: Amendment (Hanover Compressor 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 2011 Senior Unsecured Note Indenture, the 2012 Senior Unsecured Note Indenture, the 2013 Senior Unsecured Note Indenture 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable lawany restrictions set forth in the organizational documents of the Subsidiaries of the Borrower listed on Schedule ES, (iv) restrictions in effect on the 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 refinancedapplicable Requirements of Law, (v) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or of any lease governing a leasehold interest of its Restricted Subsidiaries, in each case entered into in the ordinary course of businessa Subsidiary, (vi) customary provisions in joint venture agreements and other similar agreements entered into in any holder of a Lien permitted by Section 7.3 restricting the ordinary course transfer of businessthe property subject to such permitted Lien, (vii) Liens permitted under Section 8.3 and any documents or instruments governing agreement in effect at the terms time such Subsidiary becomes a Subsidiary of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xiiviii) any restrictions under in any one or more agreements governing Indebtedness permitted by under Section 8.2 if such restrictions 7.2 entered into after the Closing Date that are no more restrictive with respect to Borrower and its Subsidiaries than the Group Members than those contained under this Agreementequivalent restrictions set forth in the Loan Documents.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, 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 the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements case of clause (c) above, customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Indebtedness in effect on the Effective Date and in Borrower or 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 refinancedof their respective Subsidiaries, (v) in the case of clause (c) above, customary non-provisions restricting assignment provisions with respect to contracts, leases or of any licensing agreements agreement entered into by New Holdings Holdings, the Borrower or any of its Restricted Subsidiaries, in each case entered into their respective Subsidiaries in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in any document or instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such encumbrance or restriction only applies to the ordinary course of businessForeign Subsidiary incurring such Indebtedness, (vii) Liens permitted under Section 8.3 the Senior Note Indenture and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into customary provisions contained in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under joint venture agreements entered into in the ordinary course of business so long as such encumbrance or net worth provisions in leases and other agreements entered into in restriction only applies to the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in relevant joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted governed by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreementagreement.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 existing under the Senior Secured Notes Documents (or and any agreement agreements governing any Permitted Refinancing Priority Lien Debt or Parity Lien Debt (as defined in respect of the Loans, so long as Collateral Trust Agreement) to the extent no more restrictive than 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), restrictions hereunder; (iiiii) 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) any restrictions in effect on the 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 reason of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements agreements, leases, licenses and other similar agreements entered into in the ordinary course of businessbusiness consistent with past practice; (v) any restrictions imposed by agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, (vii) Liens permitted under Section 8.3 and any documents prohibition or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply limitation shall only to be effective against the assets subject to such Liens; financed thereby) or (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 Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ixvi) any customary restriction on cash or other deposits imposed under agreements entered into restrictions existing in documentation governing Junior Debt to the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 extent no more restrictive to the Group Members than those contained under this Agreementany such restrictions hereunder.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)Documents, (ii) any restrictions or conditions with respect to a Restricted Subsidiary of the Borrower 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; provided that such restrictions or conditions apply only to the Subsidiary that is to be Disposed or the assets that are to be Disposed and such Disposition is permitted hereunder, (iii) applicable law, (iv) restrictions in effect on the 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 contractsclause (c) above, leases or licensing agreements entered into by New Holdings or customary provisions restricting assignment of any of its Restricted Subsidiaries, in each case agreement entered into in the ordinary course of business, (viiv) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of businesswith respect to clause (c) above, (vii) Liens permitted under Section 8.3 and any documents restrictions or instruments governing the terms of any Indebtedness or other obligations secured conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred under this Agreement if such Liens; provided that such prohibitions restrictions or restrictions conditions apply only to the property or assets subject to securing such Liens; Indebtedness, (viiiv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement clause (c) above, customary joint venture agreements relating to any purchase options, rights of first refusal or call or similar rights of a third party that owns Capital Stock or Indebtedness incurred by in such Restricted joint venture, (vi) obligations binding on a Subsidiary on or prior to at the date on which time such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as first becomes a Subsidiary of the Borrower after the Closing Date, so long as such agreement restriction was not entered into in connection or in contemplation of such Person becoming a Restricted Subsidiary, or any permitted amendment, renewal, extension or refinancing of any such restriction so long as the terms of any such amendment, renewal, extension or 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 the Borrower 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, (ix) any customary restriction restrictions on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements contracts entered into in the ordinary course of business, (x) provisions with respect to dividendsrestrictions by reason of any applicable law, the disposition rule, regulation or distribution order, or required by any regulatory authority having jurisdiction over any Group Member or any of assets or property in joint venture agreementstheir businesses, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions any Contractual Obligation existing on deposits imposed under contracts entered into the Closing Date (and any amendment, restatement, refinancing, replacement or other modification thereof so long as any change to the provisions relevant to this Section 8.15 are not more adverse to the interests of the Lenders in the ordinary course of business; and any material respect), (xii) any restrictions provisions existing under, by reason of or with respect to, any Contractual Obligation of any Foreign Subsidiary and applicable only to Foreign Subsidiaries and (xiii) any Contractual Obligation that is reasonably determined by the Borrower not to materially adversely affect the ability of the Borrower to perform its obligations under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this AgreementLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Silicon Graphics International Corp)
Clauses Restricting Subsidiary Distributions. Enter Except for the ABL Credit Agreement, 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 Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, 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 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), 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, ; (iii) applicable law, (iv) restrictions in effect on the Effective Date provisions contained in the agreements governing the Indebtedness in effect on the Effective Date any existing indebtedness (and in any agreements governing any refinancing thereof if of such restrictions are indebtedness so long as no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or respective existing indebtedness so refinanced, ); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of the Borrower or licensing agreements entered into by New Holdings or any a Subsidiary of its Restricted Subsidiaries, in each case the Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in by the ordinary course Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into its Subsidiaries in the ordinary course of business; (xiix) restrictions on deposits imposed under contracts 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 the Borrower, 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; the Borrower and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive its Subsidiaries to the Group Members than those contained under this Agreementmeet their ongoing obligations.
Appears in 1 contract
Samples: Credit Agreement (Sears Canada 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable lawwith respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date), (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect HUD Transaction Documents on the Effective Date date hereof and in any agreements governing (v) the 2010 Indenture and any refinancing thereof if permitted by Section 7.2(k); provided that the provisions of any such restrictions refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are no more restrictive than at least as favorable to the Secured Parties as 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreement2010 Indenture.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements case of clause (c) above, customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Indebtedness in effect on the Effective Date and in Borrower or 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 refinancedof their respective Subsidiaries, (v) in the case of clause (c) above, customary non-provisions restricting assignment provisions with respect to contracts, leases or of any licensing agreements agreement entered into by New Holdings Holdings, the Borrower or any of its Restricted Subsidiaries, in each case entered into their respective Subsidiaries in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in any document or instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such encumbrance or restriction only applies to the ordinary course of businessForeign Subsidiary incurring such Indebtedness, (vii) Liens permitted under Section 8.3 the Senior Note Indenture and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into customary provisions contained in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under joint venture agreements entered into in the ordinary course of business so long as such encumbrance or net worth provisions in leases and other agreements entered into in restriction only applies to the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in relevant joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted governed by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreementagreement.
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 other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, the First Lien Credit Agreement 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), Additional First Lien Debt 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, ; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing indebtedness existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are indebtedness so long as no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, respective existing indebtedness); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; the foregoing, and (xii) any such other restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and Agent and/or the Collateral Agent may agree.
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 Subsidiary of the Borrower (other than any Non-Restricted Subsidiary Joint Venture Subsidiary) to (a) pay dividends or make Restricted Payments any other payments or distributions in respect of any Capital Stock capital stock or other equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all other equity interests or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, Liens permitted by Section 8.3, any Subordinated Note or Additional Subordinated Note, (iv) restrictions in effect existing on the Effective Closing Date contained in the agreements governing the Indebtedness in effect identified 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 refinancedSchedule 8.16, (v) customary non-provisions contained in agreements relating to the sale of assets pending such sale, provided such restrictions and encumbrances apply only to the assets that are to be sold and such sale is permitted hereunder, (vi) any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (vii) applicable to a Subsidiary acquired in a Permitted Acquisition, provided that such restriction or encumbrance (x) existed at the time such Person became a Subsidiary, (y) was not created in contemplation of or in connection with such Person becoming a Subsidiary and (z) applies only to such Subsidiary, (viii) secured Indebtedness permitted by this Agreement if such restrictions or encumbrances apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other contracts restricting the assignment thereof and (x) customary 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 purchase money obligations for property acquired in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of businesscapital leases, (vii) Liens permitted under Section 8.3 and any documents industrial revenue bonds or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided operating leases that such prohibitions impose encumbrances or restrictions apply only to on the assets subject to such Liens; (viii) any encumbrance property so acquired or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiarycovered thereby, (ix) any customary restriction restrictions on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed required by customers under contracts entered into in the ordinary course of business; business and (xii) any restrictions under any Indebtedness permitted by Section 8.2 joint venture agreements or other similar arrangements if such restrictions are no more restrictive provisions apply only to the Group Members than those contained under this AgreementPerson (and the equity interests in such Person) that is the subject thereof.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiaryorder, (iii) applicable law, (iv) restrictions in effect on the 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 restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of its Restricted Subsidiariesany Group Member, in each case entered into in (iv) restrictions on the ordinary course transfer of businessassets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale (vi) customary provisions in joint venture agreements and other similar agreements entered into by Holdings or one of its Subsidiaries (other than the Borrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and purchase money obligations (including any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viiicapitalized lease obligations) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was property acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, or (xviii) provisions with respect to dividendsrestrictions imposed under the LLC Operating Agreement, the disposition or distribution of assets or property EPE Charter and the EPE Shareholders Agreement, in joint venture agreementseach case, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into as in effect on the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementdate hereof.
Appears in 1 contract
Samples: Bridge Loan Credit Agreement (Sports Entertainment Enterprises 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or 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)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 all or substantially all of the assets of such Restricted Subsidiary and applicable only to such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the 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 refinancedPermitted Unsecured Refinancing Debt, (v) customary provisions restricting the assignment of rights under contracts, (vi) customary non-assignment provisions with respect to contracts, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the Property so acquired, (xviii) provisions with respect to dividendsany agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, the disposition (ix) restrictions on cash or distribution of assets other deposits or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business; business and (xix) restrictions on deposits imposed rights to dispose of assets subject to Liens permitted under contracts entered into in the ordinary course of business; and (xiiSection 8.03(e), 8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) 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 Agreementor 8.03(q).
Appears in 1 contract
Samples: Credit Agreement (Roundy's, 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the 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 refinancedNote Indenture, (v) customary provisions restricting the assignment of rights under contracts, (vi) customary non-assignment provisions with respect to contracts, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the Property so acquired, (xviii) provisions with respect to dividendsany agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, the disposition (ix) restrictions on cash or distribution of assets other deposits or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business; business and (xix) restrictions on deposits imposed rights to dispose of assets subject to Liens permitted under contracts entered into in the ordinary course of business; and (xiiSection 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(p) 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 Agreementor 8.3(q).
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 Notes Indentures, the OpCo Notes Indenture, the OpCo Credit Agreement or any agreement governing any Permitted Refinancing in respect Requirements 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)Law and, (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) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (iv) restrictions in effect on the 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, in 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements contracts entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into consistent with past practices, (v) purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions on that property of the nature described in clause (c) above, (xvi) provisions with respect to dividends, 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 entered into in the ordinary course of business; , and (xivii) restrictions on cash or other deposits or net worth imposed by customers 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 1 contract
Samples: Revolving Credit Agreement (Southern Star Central 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 to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, 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 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), 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, Subsidiary that is permitted by the terms of this Agreement; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing Debt existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the agreements as in effect on the Effective Date respective agreement governing the Indebtedness being renewed, extended or refinanced, such existing Debt); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and Capital 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; the foregoing, and (xii) any such other restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and the Agent may agree.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement 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 the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for the following: (i) 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), 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 all or substantially all of the assets of such Restricted Subsidiary, ; (iii) any encumbrances or restrictions arising from any applicable law, rule, regulation or order or any other agreement in effect or entered into at the Closing Date; (iv) any encumbrances or restrictions in effect on the Effective Date imposed by reason of customary provisions 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 renewedleases, extended or refinancedlicenses, (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 ventures 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xiv) any encumbrances or restrictions on deposits imposed under contracts entered into 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 by this Agreement; (vi) any restrictions with respect to a Foreign Subsidiary (and the Subsidiaries thereof) contained in agreements permitted by Section 7.2 related to such Foreign Subsidiary; (vii) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business; and (xiiviii) any restrictions under in a contractual obligation Incurred in the ordinary course of business and on customary terms which prohibit transfer of asserts subject of the applicable contractual obligation; (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (x) any restrictions contained in agreements related to Indebtedness permitted by Section 8.2 if 7.2 (provided that no such restrictions are no agreement shall be more restrictive restrictive, in any material respect, than this Agreement with respect to the Group Members than those contained under this Agreementany transaction described in clause (a), (b) or (c) above).
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 (a) any Restricted Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (cC) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 (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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable lawrestrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Restatement Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement), (iv) any restrictions in effect on the Effective Date consisting of customary provisions contained in the agreements governing the Indebtedness in effect on the Effective Date leases, licenses 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 ventures 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale509265-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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.1496-1626614997-Active.24788754.1135668272.3
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiaryorder, (iii) applicable law, (iv) restrictions in effect on the 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 restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of its Restricted Subsidiariesany Group Member, in each case entered into in (iv) restrictions on the ordinary course transfer of businessassets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale (vi) customary provisions in joint venture agreements and other similar agreements entered into by Holdings or one of its Subsidiaries (other than the Borrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and purchase money obligations (including any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viiicapitalized lease obligations) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was property acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, or (xviii) provisions with respect to dividendsrestrictions imposed under the LLC Operating Agreement, the disposition or distribution of assets or property EPE Charter and the EPE Shareholders Agreement, in joint venture agreementseach case, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into as in effect on the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementClosing 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 of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) such encumbrances or restrictions required by applicable law, (iv) such encumbrances or restrictions in effect on the 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) consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder, (v) such encumbrances or restrictions with respect to contracts, leases Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or licensing restrictions are customary in agreements entered into by New Holdings of such type or any are of its Restricted the type existing under the agreements listed on Schedule 7.15 and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements any restrictions existing under the Amendment and other similar agreements entered into in the ordinary course of businessRestatements, (vii) Liens permitted any restrictions existing under Section 8.3 the Receivables Purchase and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; Sale Agreements and (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 Restricted Subsidiary restrictions existing under the agreements listed on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementSchedule 7.15.
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, New Holdings or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted Subsidiary, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrower or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions in effect on the Effective Date contained in transfer of assets subject to any Lien permitted by Section 8.02 imposed by the agreements governing the Indebtedness in effect holder of such Lien or on the Effective Date and in any agreements governing any refinancing thereof if transfer of assets subject to a Disposition permitted by Section 8.04 imposed by the acquirer of 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 refinancedassets, (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 (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein), (vi) restrictions contained in the 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 property financed with such Indebtedness, (vii) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 1 contract
Samples: Loan Agreement
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Equity Interests or all or substantially all of the assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) applicable lawany restrictions referred to in clauses (a), (ivb) restrictions and (c) above contained in the CCH Senior Note Indenture as in effect on the Restatement Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and or in any agreements other agreement governing any refinancing thereof if Indebtedness (including Indebtedness of a Qualified Parent Company) so long as such restrictions are no more restrictive onerous in any material respect than those contained in the agreements CCH Senior Note Indenture as in effect on the Restatement Effective Date governing (other than restrictions based on satisfying a leverage ratio condition or equity proceeds and capital contributions baskets), (iv) the Indebtedness being renewed, extended or refinancedencumbrances and restrictions on the LaGrange Entities pursuant to the LaGrange Documents, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, restrictions contained 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 documents governing Indebtedness permitted under Section 8.3 and any documents 7.2(e), 7.2(i) or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii7.2(l) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 onerous in any material respect than those contained under this Agreement.in the Loan Documents or the CCO Senior Note Indenture, (vi) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under
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 other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, the First Lien Credit Agreement 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), Additional First Lien Debt 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, ; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing indebtedness existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are indebtedness so long as no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, respective existing indebtedness); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; and the foregoing, (xii) any restrictions under any Indebtedness permitted by Section 8.2 if governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and Agent and/or the Collateral Agent may agree .
Appears in 1 contract
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 125 Subsidiary its Equity Interests held by, by the Borrower or pay any Indebtedness owed to, New Holdings or any other a Restricted Subsidiary, (b) make loans or advances to, or pay any Indebtedness or other Investments in, New Holdings obligation owed to the Borrower or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, 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 (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), 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 Disposition of all or substantially all of the Capital Stock capital stock or all or substantially all of the assets of such Restricted Subsidiary, ;
(iii) applicable law, (iv) encumbrances or restrictions in effect on the Effective Date contained in the agreements under any agreement 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 Capital Lease Obligations secured 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 by Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any 6.02, so long as such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such LiensLiens or relating to such Capital Lease Obligations, as the case may be;
(iv) encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date;
(v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created in contemplation of or in connection with such acquisition;
(vi) 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 Loans;
(vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order;
(viii) non-assignment provisions of any encumbrance contract or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements lease entered into in the ordinary course of business;
(ix) 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) provisions with respect encumbrances or restrictions relating to dividends, any Lien permitted under this Agreement imposed by the disposition holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(xi) encumbrances or distribution of assets restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary;
(xii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale shareholder agreements and other similar agreements entered into that restrict the transfer of ownership interests in the ordinary course of business; such partnership, limited liability company, joint venture, corporation or similar Person;
(xixiii) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords 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;
(xiixvi) 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 under imposed by any Indebtedness permitted 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 Section 8.2 if the Borrower, such restrictions amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are no not materially more restrictive with respect to the Group Members such encumbrances and restrictions than those contained under this Agreementprior 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
(xviii) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.
Appears in 1 contract
Samples: Credit Agreement (Match 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 of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)Documents, (ii) any customary 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 all or substantially all of the assets of such Restricted Subsidiarya Disposition permitted under Section 8.5, (iii) applicable law, (iv) restrictions in effect on the 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 cash or refinanced, (v) customary non-assignment provisions with respect to contracts, leases other deposits or licensing agreements entered into net worth imposed by New Holdings or any of its Restricted Subsidiaries, in each case customers under contracts entered into in the ordinary course of business, (viiv) agreements existing as of the date hereof in the manner such agreements are in effect on the date hereof; (v) 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only each case relating solely 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in respective joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other or similar agreements entered into in entity or the ordinary course of business; (xiequity interests therein) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xiivi) any restrictions pursuant to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or entered into in connection with any Lien permitted under Section 8.3 (in which case, any Indebtedness such restriction shall only be effective against the assets financed by such purchase money Liens or Capital Lease Obligations or subject to such permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this AgreementLien (or proceeds thereof)).
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable lawin effect on the date hereof, (iv) restrictions in effect on existence at the 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 time a Subsidiary becomes a Subsidiary 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (ixv) in existence at the time any customary restriction on cash assets were acquired by the Borrower or other deposits imposed under agreements any Subsidiary of Borrower so long as such agreement was not entered into solely in contemplation of the acquisition of such assets, (vi) customarily contained in leases, subleases, licenses and sublicenses permitted hereunder, (vii) in the ordinary course nature of business restrictions on transfers of assets contained in agreements relating to the financing or net worth provisions in leases and other agreements entered into in the ordinary course of businesspurchase thereof, (xviii) provisions with respect to dividends, the disposition contained in documents and instruments governing 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any evidencing Indebtedness permitted by Section 8.2 if 7.2(g) or any Indebtedness of any Excluded Foreign Subsidiary permitted by Section 7.2, and (ix) contained in the Senior Subordinated Notes so long as, in the case of this clause (ix), such restrictions are no more restrictive encumbrance or restriction (A) pertains to transactions among the Group Members than those contained under Borrower or any "Restricted Subsidiary" on the one hand and an "Unrestricted Subsidiary" on the other hand and (B) the Borrower has not designated any Subsidiary as an "Unrestricted Subsidiary". Any encumbrance or restriction that requires further action by the Borrower (such as designating a Subsidiary as an "Unrestricted Subsidiary") shall not constitute a breach of this AgreementSection until such action is taken.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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), and (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 lawthe Borrower Indentures and any Permitted Refinancing thereof, (iv) restrictions in effect on the 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 contractsof any contracts and licenses and restrictions in leases restricting subletting, (v) customary net worth provisions contained in leases or licensing and other agreements entered into by New Holdings the Borrower or any of its Restricted Subsidiaries, in each case entered into a Subsidiary in the ordinary course of business, (vi) customary non-assignment provisions in joint venture contracts and licenses entered into in the ordinary course of business, (vii) purchase money obligations and Capital Lease Obligations that impose restrictions on the property purchased or leased, (viii) provisions limiting the disposition or distribution of assets or property in asset sale 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply which limitation is applicable only to the assets that are the 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, agreements and (ix) any customary restriction restrictions on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed by customers 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 1 contract
Clauses Restricting Subsidiary Distributions. Enter Quiksilver shall not, and shall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Quiksilver to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings Quiksilver or any other Restricted SubsidiarySubsidiary of Quiksilver, (b) make loans or advances to, or other Investments in, New Holdings Quiksilver or any other Restricted Subsidiary of Quiksilver or (c) transfer any of its assets to New Holdings Quiksilver or any other Restricted SubsidiarySubsidiary of Quiksilver, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, any encumbrance or restriction pursuant to the Bridge Loan Agreement or the Senior Notes Indenture; (iv) restrictions in effect on the 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Foreign Subsidiary pursuant to any agreement relating to Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.2(g); (v) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings Quiksilver or any other Subsidiary (other than Capital Stock or Indebtedness incurred as consideration in, 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 of Quiksilver or was acquired by Quiksilver or any other Subsidiary or in contemplation of the transaction) and outstanding on such date as long as date, provided, that any such encumbrance or restriction shall not extend to any assets or property of Quiksilver or any other Subsidiary other than the assets and property so acquired; (vi) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness incurred pursuant to an agreement referred to in clauses (c)(i), (iii), (iv) or (v) or this clause (c)(vi) or contained in any amendment to an agreement referred to in clauses (c)(i), (iii), (iv) or (v) or this clause (c)(vi); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any such agreement was not entered into or amendment are no less favorable in contemplation of any material respect to the Lenders than the encumbrances and restrictions with respect to such Person becoming Subsidiary contained in such agreements referred to in clauses (c)(i), (iii), (iv) or (v) on the Original Closing Date or the date such Subsidiary became a Restricted Subsidiary, whichever is applicable; (ixvii) in the case of clause (c) above, any encumbrance or restriction (1) that restricts in a customary restriction on cash manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other deposits imposed contract, (2) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of Quiksilver or a Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements entered into or (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Quiksilver or any Subsidiary; (viii) (A) purchase money obligations for property acquired in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xiiB) any restrictions under any Indebtedness Capitalized Lease Obligations permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreement., in each case, that impose encumbrances or restrictions of the nature described in clause (c) above on the property so acquired;
Appears in 1 contract
Samples: Credit Agreement (Quiksilver 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 pay Dividends in respect of any Capital Stock Equity Ownership Interest of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)applicable law, (ii) restrictions in (A) the First-Lien Loan Documents and (B) other restrictions in effect on the Effective Date and listed on Schedule 6.10, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein, (iv) 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 Equity Ownership Interest or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date Subsidiary 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Special Purpose Subsidiary imposed pursuant to an agreement relating to any Capital Stock the documents governing the related securitization or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementfinancing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Wyndham International 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Senior Subordinated Note Indenture), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (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 is 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 which exists as 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 Effective Date)property subject to such security agreements, (iivi) 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 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions encumbrances or restrictions apply only applicable solely to the assets subject a Foreign Subsidiary and contained in any Credit Facility extended to such Liensany Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with respect to a Restricted Subsidiary pursuant to an any agreement or instrument relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 8.2(m) 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 restrictions are no agreement or instrument or (y) the 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 (B) the encumbrance or restriction is not materially more restrictive disadvantageous to the Group Members Lenders than those contained is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under this Agreementor 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.
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 other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, 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 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), 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, ; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing indebtedness existing as of the Third Amendment Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are indebtedness so long as no more restrictive than those contained in the agreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, respective existing indebtedness); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; the foregoing, and (xii) any such other restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and the Co-Collateral Agents may agree.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted Subsidiary, except for for, in each case, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) any restrictions imposed pursuant to the Holdings Debt Agreements, the Tower Notes Indenture Documents or, upon and after consummation of the Global Signal Acquisition, the Global Signal Loan Documents, (iv) any restrictions substantially comparable to the restrictions permitted by clause (iii) above and imposed pursuant to any agreement governing any other Indebtedness of Holdings, (v) any restrictions imposed by applicable law, (ivvi) any restrictions in effect on imposed by the 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 Governing Documents of Holdings or any of its Restricted Subsidiaries, Subsidiaries as in each case entered into in effect as of the ordinary course of business, date hereof and (vi) customary provisions in joint venture agreements leases 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements contracts entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in restricting the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementassignment thereof.
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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 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, 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 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), 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, Subsidiary that is permitted by the terms of this Agreement; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing Debt existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the agreements as in effect on the Effective Date respective agreement governing the Indebtedness being renewed, extended or refinanced, such existing Debt); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and Capital 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; the foregoing, and (xiixii(xii) any restrictions under any Indebtedness permitted by Section 8.2 if governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such other restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and the Agent may agree.
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Samples: Letter of Credit and Reimbursement 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 Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary Guarantor held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted SubsidiarySubsidiary Guarantor (to the extent such restrictions relate only to such Subsidiary Guarantor and such Disposition is otherwise permitted under this Agreement), (iii) applicable lawrestrictions in Indebtedness constituting Capital Lease Obligations or secured purchase money Indebtedness, to the extent prohibiting transfers of the assets financed with such Indebtedness, (iv) restrictions contained in effect Indebtedness permitted under Section 8.2(h) as of the date such Indebtedness is incurred binding only on the Effective Date contained Persons or assets acquired in the agreements governing the Indebtedness in effect on the Effective Date a First Lien Facility Permitted Acquisition 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 restrictions prohibiting transfers referred to contractsin clause (c) above of IRUs or Rights of Way in leases, licenses or agreements relating thereto or prohibiting assignments of leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case and licenses 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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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.
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Samples: Credit and Guaranty Agreement (Leucadia National 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 Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit 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)Senior Notes, (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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date date of this Agreement contained in the agreements governing the Indebtedness in effect on the Effective Closing 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 date of this Agreement 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 the Company 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 subsection 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 capital stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings the Company and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of the Company, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section subsection 8.2 if such restrictions are no more restrictive to the Group Members Company and its Subsidiaries than those contained under this Agreement.
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Clauses Restricting Subsidiary Distributions. Enter Except for any restrictions imposed under the Senior Secured Credit Facility and/or the Permitted Senior Unsecured Notes, 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 to the Borrower or its Subsidiaries in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) 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)Documents, (iiiii) any restrictions imposed under the Senior Secured Credit Facility and/or the Permitted Senior Unsecured Notes, (iv) 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 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) any restrictions governing a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, (vi) any restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i) (and any renewal, modification or amendment thereof), (vii) customary non-provisions restricting assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or of any of its Restricted Subsidiaries, in each case agreement entered into in the ordinary course of business, (viviii) customary provisions in joint venture agreements and other or similar agreements entered into in or the ordinary course organizational documents of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided Subsidiaries that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was are not entered into in contemplation of such Person becoming a Restricted SubsidiaryWholly Owned Subsidiaries, (ix) any customary restriction on cash agreements governing purchase money Indebtedness or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases Capital Lease Obligations permitted hereby and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if to be incurred hereunder (or any permitted refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension thereof), to the extent such restrictions either are no more restrictive not materially adverse to the Group Members Lenders or are not materially more restrictive, taken as a whole, than those the restrictions contained under this Agreementin the Loan Documents or in the Indebtedness being refinancing, replace, modified, repaid, redeemed, refunded, renewed or extended, in each case as determined by the Borrower in good faith.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the 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) applicable law, (iv) restrictions in effect on the 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 which are no not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the agreements as in effect on provisions of this Agreement, (iv) any documents relating to joint ventures to the Effective Date governing the Indebtedness being renewed, extended or refinancedextent that such joint ventures are not prohibited hereunder, (v) customary non-assignment provisions with respect any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant 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 an Investment permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person becoming a Restricted Subsidiaryand assets, (ixvi) any customary restriction on cash agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or other deposits imposed under agreements entered into limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of businessclause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the 95 granting of Liens on the rights contained therein and (viii) restrictions imposed by any 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 dividendsthe Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the disposition or distribution of assets or property Borrower shall have determined in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if good faith that such restrictions are no more restrictive 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 the Group Members than those contained under this AgreementBorrower or any Subsidiary to any other 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 lenders to such Securitization Entity.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings or any other Restricted Subsidiary, Loan Party,
(b) make loans or advances to, or other Investments in, New Holdings or any other Restricted Subsidiary or Loan Party; or
(c) transfer any of its assets to New Holdings or any other Restricted SubsidiaryLoan 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 the Real Estate Transactions 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), (k) (solely with respect to the party to such Indebtedness), (n) (solely with respect to the party to such Indebtedness, (t) and (u) (solely with respect to clauses (b) and (c) above);
(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 Loan Party or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by a Loan Party or its Subsidiary (other than Indebtedness incurred as consideration in, in respect contemplation of or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by a Loan Party) 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 long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary;
(iv) any encumbrance or restriction contained pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Datesubsection (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 Restricted 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 the Equity Interests 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 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 a Loan Party 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, a Subsidiary thereof;
(vii) Liens permitted under Section 8.3 any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any documents or instruments governing the terms of credit facility extended to any Indebtedness or other obligations secured by any such LiensForeign Subsidiary; provided that such prohibitions or encumbrances and restrictions apply only do not extend to the assets subject to such Liens; any Subsidiary that is not a Foreign Subsidiary;
(viii) restrictions on transfers of assets pursuant to a Lien permitted by Section 7.01; and
(ix) any encumbrance or restriction arising under or in connection with respect to any agreement or instrument governing Equity Interests of any Person other than a Restricted wholly owned Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to of a Loan Party that is acquired after the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementClosing 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 of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, New Holdings the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to New Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, 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)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 all or substantially all of the assets of such Restricted Subsidiary, (iii) such encumbrances or restrictions required by applicable law, (iv) such encumbrances or restrictions in effect on the 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) consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder, (v) such encumbrances or restrictions with respect to contracts, leases Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or licensing restrictions are customary in agreements entered into by New Holdings of such type or any are of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, type existing under the agreements listed on Schedule 7A.15 and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries (vi) customary provisions in joint venture agreements any restrictions existing under the Amended and other similar agreements entered into in the ordinary course of businessRestated Five-Year Term Loan Agreement, and (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions existing under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreementagreements listed on Schedule 7A.15.
Appears in 1 contract
Samples: 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 of the Borrower to (a) make Restricted Payments Distributions in respect of any Capital Stock Equity Interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 customary provisions restricting assignments, subletting 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 Effective Date other transfers 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 renewedleases, extended or refinancedlicenses, (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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (xiii) provisions any transfer of, agreement to transfer or option or right with respect to dividendsany property, the disposition or distribution of assets or Equity Interests not otherwise prohibited under this Agreement, (iv) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued in connection with or in contemplation of such 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 property in joint venture agreementsor assets of the Person, license agreementsso acquired, asset sale agreementsprovided that, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course case of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness, such Indebtedness is permitted by Section 8.2 if 5.1 to be incurred, (v) any agreement for the Disposition of a Subsidiary permitted by this Agreement that restricts Distributions by such restrictions are no more restrictive Subsidiary pending such Disposition, and (vi) provisions in agreements or instruments which prohibit the making of Distributions with respect to the Group Members any class of Equity Interests of a Person other than those contained under this Agreementon a pro rata basis.
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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions (i) existing under or by reason of (iA) any restrictions existing under the Loan Documents or (or B) any agreement governing any Permitted Refinancing restrictions existing under the ABL Documentation as in respect of effect on 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 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) representing any agreement or instrument binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (iv) restrictions customary anti-assignment, subletting and transfer provisions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date leases 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 licenses and other contracts entered into in the ordinary course of business, (viv) customary provisions restrictions and conditions contained in joint venture agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions conditions apply only to the assets subject Subsidiary that is to be sold and such Liens; sale is permitted hereunder, (viiivi) restrictions and conditions imposed by any Requirement of Law, and (vii) any encumbrance agreements governing any purchase money Liens or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness Lease Obligations otherwise permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreementhereby.
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 Equity Interests of such Restricted 125 Subsidiary held by, or pay any Indebtedness Debt owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary or of Holdings, (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings or (d) grant Liens upon any of its properties or assets, whether now owned or hereafter acquired, and allow for the pledge of its capital stock to secure the Obligations; except for such encumbrances or restrictions existing as of the date hereof under or by reason of (i) any restrictions existing under this Agreement and the other 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), date hereof; (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 any portion of the Capital Stock Equity Interests or all or substantially all of the assets of such Restricted Subsidiary, Subsidiary so long as such disposition is permitted by this Agreement; (iii) applicable law, the provisions contained in any agreement governing Postpetition Debt existing as of the date of this Agreement; (iv) restrictions in effect on the Effective Date contained in the agreements customary provisions restricting subletting or assignment of any lease governing the Indebtedness in effect on the Effective Date and in a leasehold interest of any agreements governing Borrower or a Subsidiary of 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 Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents customary provisions restricting the assignment of licensing agreements, management agreements or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into its Subsidiaries in the ordinary course of business; (xiviii) restrictions on deposits imposed under contracts the transfer of assets securing purchase money obligations and capitalized lease obligations so long as such obligations are permitted by this Agreement; (ix) 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 ordinary course ability of business; the Borrowers and their Subsidiaries to meet their ongoing obligations, (x) restrictions in respect of the Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xiixi) any such other restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to as the Group Members than those contained under this AgreementAgent may agree in its sole and absolute discretion.
Appears in 1 contract
Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its 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 125 Subsidiary its Equity Interests held byby the Borrower or a Subsidiary, (b)make loans or advances or pay any Indebtedness or other obligation owed to, New Holdings to the Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, New Holdings or any other Restricted Subsidiary Guarantor or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary Guarantor, 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 (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), 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 Disposition of all or substantially all of the Capital Stock capital stock or all or substantially all of the assets of such Restricted Subsidiary, ;
(iii) applicable law, (iv) encumbrances or restrictions in effect on the Effective Date contained in the agreements under any agreement 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 Capital Lease Obligations secured 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 by Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any 6.02, so long as such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; Liens or relating to such Capital Lease Obligations, as the case may be;
(iv) [reserved];
(v) [reserved];
(vi) [reserved];
(vii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order;
(viii) non-assignment provisions of any encumbrance contract or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 lease entered into in the ordinary course of business; Table of Contents (xiix) encumbrances or restrictions on deposits imposed under contracts entered into in the ordinary course any agreement to sell assets, including Equity Interests of business; and (xii) any restrictions under any Indebtedness such Subsidiary, permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreement.Agreement to any Person pending the closing of such sale;
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Samples: Superpriority Secured Debtor in Possession Credit Agreement (LSC 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 pay Dividends in respect of any Capital Stock Equity Ownership Interest of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)applicable law, (ii) restrictions in the Senior Note Indenture (or similar restrictions in other documents evidencing Indebtedness permitted hereunder) or the documents governing the Senior Credit Facilities, and other restrictions in effect on the date hereof and listed on Schedule XIII, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein and (iv) 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 Equity Ownership Interest or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date Subsidiary 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Special Purpose Subsidiary imposed pursuant to an agreement relating to the documents governing the related securitization or financing. It is understood and agreed that any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was asset that is Unencumbered shall be deemed not entered into in contemplation violation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by this Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreement6.10.
Appears in 1 contract
Samples: Increasing Rate Note Purchase and Loan Agreement (Wyndham International 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Disposition of all or substantially all of the Capital Stock or all or substantially all of the 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) applicable law, (iv) restrictions in effect on the 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 which are no not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the agreements as in effect on provisions of this Agreement, (iv) any documents relating to joint ventures to the Effective Date governing the Indebtedness being renewed, extended or refinancedextent that such joint ventures are not prohibited hereunder, (v) customary non-assignment provisions with respect any agreement in effect at the time a Person became a Subsidiary or assets are first acquired pursuant 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 an Investment permitted under Section 8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person becoming a Restricted Subsidiaryand assets, and (ixvi)(vi) any customary restriction on cash agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or other deposits imposed under agreements entered into limitations are only with respect to the assets of such Foreign Subsidiary or any Subsidiary of such Foreign Subsidiary and (vii) with respect to the restrictions in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of businessclause (c), (x) provisions with respect restrictions or conditions imposed by any agreement relating to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness secured debt permitted by Section 8.2 this Agreement if such restrictions are no more restrictive or conditions apply only to the Group Members than those property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained under this Agreementtherein; provided that loans made by the Borrower or any Subsidiary to any other 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 lenders to such Securitization Entity.
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 pay Dividends in respect of any Capital Stock Equity Ownership Interest of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)applicable law, (ii) restrictions in the Senior Note Indenture (or similar restrictions in other documents evidencing Indebtedness permitted hereunder) or the documents governing the Increasing Rate Term Loan Facility, and other restrictions in effect on the date hereof and listed on Schedule XIII, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein and (iv) 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 Equity Ownership Interest or all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date Subsidiary 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Special Purpose Subsidiary imposed pursuant to an agreement relating to the documents governing the related securitization or financing. It is understood and agreed that any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was asset that is Unencumbered shall be deemed not entered into in contemplation violation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by this Section 8.2 if such restrictions are no more restrictive to the Group Members than those contained under this Agreement6.10.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)Documents, (ii) any restriction under the Revolving Credit Facility and 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 all or substantially all of the assets of such Restricted Subsidiary, (iii) applicable law, (iv) restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in under any agreements governing any refinancing replacement facility thereof if and to the extent such restrictions are no not more restrictive than those contained in under the agreements Revolving Credit Facility as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanceddate of such replacement, (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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viiiiii) any encumbrance or restriction with respect to agreement in effect at the time a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted becomes a Subsidiary on or prior to of the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as Borrower, so long as such agreement was not entered into in contemplation of such Person person becoming a Restricted SubsidiarySubsidiary of the Borrower, (ixiv) any customary restriction restrictions on cash joint ventures or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in interests therein arising from joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xiv) restrictions on deposits imposed under contracts entered into in by the ordinary course holder of business; and (xii) any restrictions under any Indebtedness Lien permitted by Section 8.2 if such 6.3 on the transfer of the asset or assets subject thereto, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary, (vii) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary, and (viii) any customary restrictions are no more restrictive with respect to a Subsidiary or other property imposed pursuant to an agreement that has been entered into relating to the Group Members than those contained sale of all or substantially all of the Capital Stock or assets of such Subsidiary or any other property permitted under this AgreementSection 6.5 pending the consummation of such sale.
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Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 7.8, 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, 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 permitted hereunder 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 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) applicable law, (iv) restrictions any agreement in effect on at the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in time 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 Person becomes a Subsidiary of Holdings (including by way of merger 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 Indebtedness or other obligations secured by any such Liensconsolidation); provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ixiv) any customary restriction on cash or other deposits imposed under agreements entered into solely in the ordinary course case of business clause (c) above, any agreement governing any purchase money Liens or net worth capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (v) solely in the case of clause (c) above, customary provisions in leases leases, licenses and other agreements entered into in contracts restricting the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 Agreementassignment thereof.
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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 to the Borrower or its Subsidiaries in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) 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)Documents, (iiiii) 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) any restrictions in effect on the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if a Disposition permitted under Section 7.5, provided that 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 refinancedrestriction relates solely to property to be disposed of, (v) customary non-assignment provisions any restrictions in existence at the time of any acquisition consummated in accordance with respect to contractsSection 7.8(i) (and any renewal, leases modification or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of businessamendment thereof), (vi) customary provisions in joint venture agreements and other similar agreements restricting assignment of any agreement entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any customary provisions in joint venture agreements or similar agreements or the organizational documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided Subsidiaries that such prohibitions or restrictions apply only to the assets subject to such Liens; are not Wholly Owned Subsidiaries, (viii) any encumbrance agreements governing purchase money Indebtedness or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings Lease Obligations permitted hereby and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if to be incurred hereunder (or any permitted refinancing in respect thereof), to the extent such restrictions are no not materially more restrictive to restrictive, taken as a whole, than the Group Members than those restrictions contained under this Agreementin the Loan Documents, as determined by the Borrower in good faith.
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Samples: Credit Agreement (Gartner 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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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)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 Equity Interests or all or substantially all of the assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) applicable lawany restrictions referred to in clauses (a), (ivb) restrictions and (c) above contained in the CCH Senior Note Indenture as in effect on the Restatement Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date and or in any agreements other agreement governing any refinancing thereof if Indebtedness (including Indebtedness of a Qualified Parent Company) so long as such restrictions are no more restrictive onerous in any material respect than those contained in the agreements CCH Senior Note Indenture as in effect on the Restatement Effective Date governing (other than restrictions based on satisfying a leverage ratio condition or equity proceeds and capital contributions baskets), (iv) the Indebtedness being renewed, extended or refinancedencumbrances and restrictions on the LaGrange Entities pursuant to the LaGrange Documents, (v) customary non-assignment provisions with any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), 7.2(i) or 7.2(l) so long as such restrictions are no more onerous in any material respect to contracts, leases or licensing agreements entered into by New Holdings or any of its Restricted Subsidiaries, in each case entered into than those contained in the ordinary course of businessLoan Documents or the CCO Senior Note Indenture, (vi) customary provisions any restrictions contained in joint venture agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and other similar agreements entered into such Indebtedness was not created or incurred in the ordinary course contemplation of businesssuch acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vii) Liens permitted under Section 8.3 and restrictions contained in the Holdings Credit Documents as in effect on or shortly after the Restatement Effective Date or in any documents or instruments other agreement governing the terms of any Indebtedness or other obligations secured by Liens described in Section 7.3(q) so long as such restrictions are no more onerous in any such Liens; provided that such prohibitions material respect than those contained in the Holdings Credit Documents as in effect on or restrictions apply only to shortly after the assets subject to such Liens; Restatement Effective Date, (viii) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an other agreement relating to any Capital Stock or governing Indebtedness incurred secured by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as Liens described in Section 7.3(o) so long as such agreement was not entered into restrictions are no more onerous in contemplation of such Person becoming a Restricted Subsidiaryany material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (ix) restrictions contained in any QPC Indenture as in effect on the Restatement Effective Date, (x) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (xi) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction on cash or other deposits imposed under agreements applies solely to such assets, (xii) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or net worth provisions as required in leases any franchise permit, (xiii) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and other agreements entered into (xiv) restrictions contained in the ordinary course of business, (x) provisions with respect to dividends, Silo Credit Agreements as in effect on 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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 AgreementRestatement Effective Date.
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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 125 Subsidiary held by, or pay any Indebtedness indebtedness owed to, New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, New Holdings or any other Restricted Subsidiary of Holdings or (c) transfer any of its assets to New Holdings or any other Restricted SubsidiarySubsidiary of Holdings, 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 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), 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 any portion of the Capital Stock equity interests or all or substantially all of the assets of such Restricted Subsidiary, Subsidiary that is permitted by the terms of this Agreement; (iii) applicable law, (iv) restrictions the provisions contained in effect on any agreement governing Debt existing as of the Effective Date contained in the agreements governing the Indebtedness in effect on the Effective Date (and in any agreements governing any refinancing thereof if of such restrictions are Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the agreements as in effect on the Effective Date respective agreement governing the Indebtedness being renewed, extended or refinanced, such existing Debt); (viv) customary non-provisions restricting subletting or assignment provisions with respect to contracts, leases of any lease governing a leasehold interest of any Borrower or licensing agreements entered into by New Holdings or a Subsidiary of any of its Restricted Subsidiaries, in each case Borrower entered into in the ordinary course of business, (v) customary restrictions 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 in joint venture agreements and other similar agreements restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents agreement or instruments instrument governing acquired debt, which restriction is not applicable to any Person or the terms properties or assets of any Indebtedness Person, other than the Person or other obligations secured by any such Liens; provided that such prohibitions the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions apply only to were not created (or made more restrictive) in connection with or in anticipation of the assets subject to such Liensrespective acquisition; (viii) any encumbrance customary provisions restricting the assignment of licensing agreements, management agreements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under franchise agreements entered into in the ordinary course by any Borrower or any of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and Capital 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 on deposits imposed under contracts entered into in respect of the ordinary course REMIC Certificates and the real property assets related thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of business; and the foregoing, (xii) any restrictions under any Indebtedness permitted by Section 8.2 if governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such other restrictions are no more restrictive to as the Group Members than those contained under this AgreementBorrowers and the Agent may agree.
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Samples: Letter of Credit and Reimbursement 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 the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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), and (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. The foregoing shall not apply to: (i) restrictions currently set forth in the Senior Subordinated Note Indenture, until such time as the Senior Subordinated Notes are repurchased in accordance with the Tender Offer Documents or as permitted by Section 8.9, and, if no Senior Subordinated Notes are so repurchased or if all the Senior Subordinated Notes are not repurchased, any similar restrictions in any Permitted Refinancing Indebtedness in respect thereof, (iiiii) applicable law, (iv) restrictions any agreement or instrument binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect on at the Effective Date contained in time of such acquisition (except to the agreements governing the Indebtedness in effect on the Effective Date and in any agreements governing any refinancing thereof if extent 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 agreement 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 instrument was 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 connection with or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiaryacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and (ixiii) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth anti-assignment, subletting and transfer provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements licenses and other similar agreements entered into in the ordinary course of business; (xi) restrictions on deposits imposed 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.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 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), Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an such agreement that has been entered into in connection with existing on the disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, Closing Date; (iii) applicable lawcustomary provisions restricting assignments, (iv) restrictions in effect on the Effective Date subletting or other transfers 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 renewedleases, extended or refinancedlicenses, (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 Indebtedness or other obligations secured by any such Liens; provided that 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 Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business; (iv) any transfer of, (x) provisions agreement to transfer or option or right with respect to dividendsany property, the disposition or distribution of assets or Capital Stock not otherwise prohibited under this Agreement; (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such 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 property in joint venture agreementsor assets of the Person, license agreementsso acquired; provided that, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course case of businessIndebtedness, such Indebtedness is permitted by Section 6.2 to be incurred; (xivi) restrictions on deposits imposed under contracts entered into in any agreement for the ordinary course Disposition of businessa Subsidiary permitted by this Agreement that restricts distributions by such Subsidiary pending such Disposition; and (xiivii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to the Group Members class of Capital Stock of a Person other than those contained under this Agreementon a pro rata basis.
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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 125 Subsidiary held by, or pay any Indebtedness owed to, New Holdings the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, New Holdings the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to New Holdings the Borrower or any other Restricted SubsidiarySubsidiary 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 encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures and the Note Lien Documents referred to therein), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement governing relating to any Permitted Refinancing Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in respect contemplation of, or to provide all or any portion of the Loansfunds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so long as acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (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 is 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 which exists as 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 Effective Date)property subject to such security agreements, (iivi) 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 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 Indebtedness or other obligations secured by any such Liens; provided that such prohibitions encumbrances or restrictions apply only applicable solely to the assets subject a Foreign Subsidiary and contained in any credit facility extended to such Liensany Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 7.3, (ix) any encumbrance or restriction arising under or in connection with respect to a Restricted Subsidiary pursuant to an any agreement or instrument relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ix) any customary restriction on cash or other deposits imposed under agreements entered into in the ordinary course of business or net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, 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 entered into in the ordinary course of business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 7.2(m) 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 restrictions are no agreement or instrument or (y) the 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 (B) the encumbrance or restriction is not materially more restrictive disadvantageous to the Group Members Lenders than those contained is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under this Agreementor 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.
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