Common use of Distributions from Subsidiaries Clause in Contracts

Distributions from Subsidiaries. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Borrower to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Borrower or any of its other Subsidiaries, (ii) make any loans or advances to Borrower or any of its other Subsidiaries, or (iii) transfer any of its property or assets to Borrower or any of its other Subsidiaries, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to the extent such provisions restrict the transfer of the lease, contract or rights; and (d) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower to the extent such restrictions restrict the transfer of the property subject to such security agreements.

Distributions from Subsidiaries. Create Directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Borrower an Obligor to (ia) pay dividends or make any other distributions on its Capital Stock capital stock or pay any Indebtedness other equity interest or other obligation owed to Borrower participation in its profits owned by such Obligor or any of its other Subsidiaries, or to pay any Financial Debt owed to such Obligor or any of its Subsidiaries, (iib) make any loans or advances to Borrower such Obligor or any of its other Subsidiaries, Subsidiaries or (iiic) transfer any of its property properties or assets to Borrower such Obligor or any of its other Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) the Transaction Documents, (iii) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an lease governing any leasehold interest of any of such Obligor’s Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in effect at or entered into on which any of such Obligor’s Subsidiaries is the Closing Date and reflected on SCHEDULE 8.6(alicensee) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to entered into by any of such Obligor’s Subsidiaries in the extent such provisions restrict ordinary course of business, (vi) restrictions on the transfer of any asset pending the leaseclosing of the sale of such asset, contract or rights; and and (dvii) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower to the extent such restrictions restrict on the transfer of the property any asset subject to such security agreements.a Permitted Lien;

Distributions from Subsidiaries. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Borrower to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Borrower or any of its other Subsidiaries, (ii) make any loans or advances to Borrower or any of its other Subsidiaries, or (iii) transfer any of its property or assets to Borrower or any of its other Subsidiaries, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE Schedule 8.6(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to the extent such provisions restrict the transfer of the lease, contract or rights; and (d) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower to the extent such restrictions restrict the transfer of the property subject to such security agreements.

Distributions from Subsidiaries. Create Directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its Capital Stock capital stock or pay any Indebtedness other equity interest or other obligation owed to participation in its profits owned by the Borrower or any of its other Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, Subsidiaries or (iii) transfer any of its property properties or assets to the Borrower or any of its other Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (aA) applicable law, (B) the IFC Financing Documents, (C) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a) hereto; (b) lease governing any encumbrance or restriction with respect to a Subsidiary leasehold interest of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateBorrower’s Subsidiaries, (D)customary provisions restricting assignment of any licensing agreement (in which any of the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower’s Subsidiaries is the licensee) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to entered into by any of the extent such provisions restrict Borrower’s Subsidiaries in the ordinary course of business, (E) restrictions on the transfer of any asset pending the leaseclosing of the sale of such asset, contract or rightsand (F) restrictions on the transfer of any asset subject to a Permitted Lien; and (d) in the case of clause (iii) above, except for restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower any Financial Debt permitted pursuant to the extent Section 5.02(c) and as are reasonable or customary for such restrictions restrict the transfer of the property subject to such security agreements.financing arrangements contained therein; ​

Distributions from Subsidiaries. Create Directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its Capital Stock capital stock or pay any Indebtedness other equity interest or other obligation owed to participation in its profits owned by the Borrower or any of its other Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, Subsidiaries or (iii) transfer any of its property properties or assets to the Borrower or any of its other Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (aA) applicable law, (B) the Financing Documents, (C) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a) hereto; (b) lease governing any encumbrance or restriction with respect to a Subsidiary leasehold interest of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateBorrower’s Subsidiaries, (D) customary provisions restricting assignment of any licensing agreement (in which any of the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower’s Subsidiaries is the licensee) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to entered into by any of the extent such provisions restrict Borrower’s Subsidiaries in the ordinary course of business, (E) restrictions on the transfer of any asset pending the leaseclosing of the sale of such asset, contract or rightsand (F) restrictions on the transfer of any asset subject to a Permitted Lien; and (d) in the case of clause (iii) above, except for restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower any Financial Debt permitted pursuant to the extent Section 5.02(c) (Negative Covenants) and as are reasonable or customary for such restrictions restrict the transfer of the property subject to such security agreements.financing arrangements contained therein;

Distributions from Subsidiaries. Create Directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its Capital Stock capital stock or pay any Indebtedness other equity interest or other obligation owed to participation in its profits owned by the Borrower or any of its other Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, Subsidiaries or (iii) transfer any of its property properties or assets to the Borrower or any of its other Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (aA) applicable law, (B) the IFC Financing Documents, (C) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a) hereto; (b) lease governing any encumbrance or restriction with respect to a Subsidiary leasehold interest of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateBorrower’s Subsidiaries, (D) customary provisions restricting assignment of any licensing agreement (in which any of the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower’s Subsidiaries is the licensee) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to entered into by any of the extent such provisions restrict Borrower’s Subsidiaries in the ordinary course of business, (E) restrictions on the transfer of any asset pending the leaseclosing of the sale of such asset, contract or rightsand (F) restrictions on the transfer of any asset subject to a Permitted Lien; and (d) in the case of clause (iii) above, except for restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower any Financial Debt permitted pursuant to the extent Section 5.02(c) and as are reasonable or customary for such restrictions restrict the transfer of the property subject to such security agreements.financing arrangements contained therein;

Distributions from Subsidiaries. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Borrower to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to Borrower or any of its other Subsidiaries, (ii) make any loans or advances to Borrower or any of its other Subsidiaries, or (iii) transfer any of its property or assets to Borrower or any of its other Subsidiaries, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE Schedule 8.6(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to the extent such provisions restrict the transfer of the lease, contract or rights; and (d) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary of Borrower to the extent such restrictions restrict the transfer of the property subject to such security agreements.

Distributions from Subsidiaries. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its Capital Stock (PROVIDED, HOWEVER, that a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders shall not be deemed to - 70 - constitute a consensual encumbrance or restriction) or pay any Indebtedness or other obligation owed to the Borrower or any of its other Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, or (iii) transfer any of its property or assets to the Borrower or any of its other Subsidiaries, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a6.7(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of the Borrower pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Borrower or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Subsidiary became a Subsidiary or was acquired by the Borrower) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or other contracts governing leasehold interests or other contract rights to the extent such provisions restrict the transfer of the lease, contract or rights; and (d) in the case of clause CLAUSE (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary of the Borrower to the extent such restrictions restrict the transfer of the property subject to such security agreements.