Covenants Regarding the Incurrence of Indebtedness. (a) WhiteWave covenants and agrees that prior to the IPO Settlement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without Xxxx Foods’ prior written consent, directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for WhiteWave Indebtedness, other than the WhiteWave Bank Facilities. (b) WhiteWave covenants and agrees, that notwithstanding any other provision in this Agreement to the contrary, prior to the IPO Settlement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without the prior written consent of the Executive Committee of the Xxxx Foods Board of Directors, directly or indirectly, (i) incur any WhiteWave Indebtedness (other than pursuant to the Inter-Group Notes and the WhiteWave Indebtedness set forth on Schedule 5.3); (ii) amend the WhiteWave Bank Facilities; or (iii) fail to comply in any material respect with all of the terms and conditions of the WhiteWave Bank Facilities after giving effect to any applicable cure period provided for therein. (c) WhiteWave covenants and agrees that after the IPO Settlement and through the Distribution Date, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without the prior written consent of the Executive Committee of the Xxxx Foods Board of Directors, directly or indirectly, (i) incur any WhiteWave Indebtedness other than pursuant to the WhiteWave Bank Facilities or as set forth on Schedule 5.3; (ii) amend the WhiteWave Bank Facilities; or (iii) fail to comply in all material respects with all of the terms and conditions of the WhiteWave Bank Facilities after giving effect to any applicable cure period provided for therein. In order to implement this Section 5.3(c), WhiteWave shall notify Xxxx Foods within a reasonable period of time, but in no event less than 24 hours prior to the time it or any other WhiteWave Group Member intends to incur any WhiteWave Indebtedness of its intention to do so and obtain Xxxx Foods’ consent to the incurrence of such proposed additional WhiteWave Indebtedness. (d) WhiteWave hereby covenants and agrees that, for so long as WhiteWave constitutes a “Restricted Subsidiary” as such term is defined in the Xxxx Foods Credit Agreement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without Xxxx Foods’ prior written consent, create, incur, assume or suffer to exist any WhiteWave Indebtedness or take any other action if the incurrence of such WhiteWave Indebtedness or such other action would cause Xxxx Foods to be in breach of or in default under any Contract the existence of which Xxxx Foods has advised WhiteWave and of which Xxxx Foods has furnished WhiteWave a copy (including the Xxxx Foods Credit Agreement or any indenture or supplemental indenture governing Xxxx Foods’ senior notes), or if the incurrence of such WhiteWave Indebtedness could be reasonably likely to adversely impact the credit rating of any Xxxx Foods indebtedness.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Dean Foods Co), Separation and Distribution Agreement (WHITEWAVE FOODS Co), Separation and Distribution Agreement (WHITEWAVE FOODS Co)
