Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(x) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, (ii) make loans or advances to the Company or any Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the Company, except for such encumbrances or restrictions existing under or by reason of (a) the Existing Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect on the date of this Indenture, (b) this Indenture and the Securities, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries.
(b) The provisions of the Company, except for such paragraph (a) of this Section 4.13 will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the Existing Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the such Existing Credit Facility Facilities, as in effect on the date of this Indenture, ;
(bii) this Indenture Indenture, the Subsidiary Guarantee and the SecuritiesNotes and, if any, the Additional Notes;
(ciii) applicable law, ;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided, that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iiia)(iii) above on of this Section 4.13;
(vii) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;
(gviii) Permitted Refinancing DebtIndebtedness, PROVIDED provided, that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;
(x) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business;
(xi) restrictions on cash or other business venturedeposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) customary restrictions imposed on any Securitization Subsidiary in connection with a Permitted Securitization Program, or (k) any agreement relating to a sale and leaseback transaction or capital leaseincluding, but only without limitation, those imposed on Pilgrim’s Pride Funding Corporation on the property subject to such transaction or lease date of this Indenture; and
(xiii) the Senior Notes Indenture, the Senior Guarantee and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSenior Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation inSubsidiaries, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries.
(b) The restrictions of the Company, except for such Section 4.09(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness and the Existing Credit Facility Agreement as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the Securities, other Note Documents;
(c3) applicable law, rule, regulation, order, approval, permit or similar restriction;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business, ;
(f6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business business, Capital Lease Obligations and mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause Section 4.09(a)(3);
(iii7) above on any agreement for the sale or other disposition of assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(8) Liens permitted to be incurred under the provisions of Section 4.13 that limit the right of the debtor to dispose of the assets subject to such Liens;
(9) provisions limiting the disposition or distribution of assets or property so acquiredin joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (gi) Permitted Refinancing Debtin the ordinary course of business consistent with past practice or (ii) with the approval of the Company’s Board of Directors, PROVIDED which limitations are applicable only to the assets or property that are the subject of such agreements;
(10) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.10; provided that the provisions of such agreement relating to such dividend and other payment encumbrances or restrictions (i) taken as a whole, are not materially more restrictive than those provisions contained in the agreements governing such Permitted Refinancing Debt Existing Indebtedness and the Credit Agreement, in each case as in effect on the Issue Date, (ii) are no not materially more restrictive disadvantageous, taken as a whole, to the Holders of the Notes than those contained is customary in the agreements governing the Indebtedness being refinanced, comparable financings for similarly situated issuers or (hiii) will not materially impair the Company’s ability to make payments on the Notes when due, in each case for the foregoing clauses (i) through (iii), as determined by the Company’s Board of Directors in good faith;
(11) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock was made in accordance with Section 4.10 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreementdistributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(12) supermajority voting requirements existing under corporate charters, instrument bylaws, stockholders’ agreements and similar documents and agreements;
(13) customary provisions restricting subletting or document relating to Senior Debt hereafter in effect, provided that such assignment of any lease governing a leasehold interest;
(14) encumbrances or restrictions are customary contained in connection with such documents and that the terms and conditions of such encumbrances or Hedging Obligations permitted from time to time under this Indenture; and
(15) restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture on cash or other business venture, deposits or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on net worth imposed by customers under contracts entered into in the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseordinary course of business.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or Subsidiaries;
(2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any other Restricted Subsidiaries of the Company, Subsidiary;
(ii3) make loans or advances to the Company or any other Restricted Subsidiaries of the Company or Subsidiary; or
(iii4) transfer any of its properties property or assets to the Company or any other Restricted Subsidiaries Subsidiary.
(b) The restrictions in Section 4.07(a) hereof will not apply to encumbrances or restrictions:
(1) in this Indenture, the Notes, the Note Guarantees, and any other agreement, including the 2025 Notes Indenture, the 2025 Notes, the 2025 Note Guarantee, the 2030 Notes Indenture, the 2030 Notes, the 2030 Note Guarantee, the Existing Senior Indentures, the Existing Senior Notes, the PropCo Credit Agreement and the indenture governing the PropCo Notes, as the same are in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that in the Companycase of any such extensions, except for refinancings, renewals or replacements of such agreements, the related encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes when due (as determined in good faith by the Company);
(2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets);
(3) existing under or by reason of applicable law, rule, regulation or order (a) the Existing Credit Facility as in effect as of the date of this Indentureincluding requirements imposed by any Gaming Authority, Gaming Laws and any amendmentsregulations, modifications, restatements, renewals, increases, supplements, refundings, replacements orders or refinancings thereof or decrees of any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings Gaming Authority or other Credit Facilities are no more restrictive applicable Governmental Authority);
(4) on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies;
(5) with respect to a Foreign Subsidiary, entered into in the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such dividend and other payment restrictions than those Foreign Subsidiary in compliance with the terms of this Indenture;
(6) contained in any license, permit or other accreditation with a regulatory authority entered into in the Existing Credit Facility as ordinary course of business;
(7) contained in effect agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;
(8) existing with respect to any Person or the date property or assets of this Indenture, (b) this Indenture and the Securities, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or that otherwise becomes a Restricted Subsidiary, or with respect to any Person or the property or assets of any Person newly designated as in effect a Restricted Subsidiary of the Company, existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was or designation and not incurred in connection with or solely in contemplation of such acquisition)thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and other than the Person or the property or assets of the Person so acquired or designated;
(9) in the case of clause (4) of Section 4.07(a):
(A) that restrict in a customary manner the subletting, assignment, license or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Subsidiaries, so acquired, PROVIDED that, such Indebtedness Restricted Subsidiaries not otherwise prohibited by this Indenture;
(C) existing under or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of businessground leases, (f) Finance Leases or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; or
(D) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the nature described Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole;
(10) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property and assets of, such Restricted Subsidiary (including any restrictions on distributions or on the making of loans or advances by that Restricted Subsidiary pending its sale or other disposition);
(11) contained in the terms of any Indebtedness permitted under Section 4.08 hereof or any agreement pursuant to which such Indebtedness was issued if:
(A) the encumbrance or restriction, taken as a whole, is no more onerous in any material respect than is customary in comparable financings (as determined in good faith by the Company), and
(B) the encumbrances or restrictions do not impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company);
(12) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited under this Indenture;
(13) restrictions applicable to any Unrestricted Subsidiary or any Joint Venture (or the Equity Interests thereof) or which exist under or by reason of (a) customary provisions contained in Joint Venture agreements and (b) customary provisions in leases, in each case entered into in the ordinary course of business;
(14) which exist under or by reason of Permitted Liens that limit the right of the debtor to transfer or otherwise dispose of the assets subject to such Liens;
(15) which exist by reason of the PropCo Loan Documents, the PropCo Notes, any Secured Hedge Agreement or any Secured Cash Management Agreement as in effect on the Issue Date or any Refinancing thereof; provided that with respect to any Refinancing, such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company);
(16) restricting in a customary manner the transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Company or its Restricted Subsidiaries in the ordinary course of business;
(17) which exist under or by reason of Contractual Obligations which (i) exist on the Issue Date and (ii) to the extent Contractual Obligations permitted by clause (iiii) above are set forth in an agreement evidencing Indebtedness, any agreement evidencing any permitted modification, replacement, renewal, extension or Refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or Refinancing does not (when taken as a whole) materially impair the ability of the Issuers to satisfy their obligations to make payments on the property Notes (as determined in good faith by the Company);
(18) any other encumbrances or restrictions so acquiredlong as such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company);
(19) in connection with and pursuant to permitted extensions, Refinancings, renewals or replacements of restrictions imposed pursuant to clauses (g1) Permitted Refinancing Debt, PROVIDED through (18) of this Section 4.07(b); provided that the encumbrances and restrictions in any such extensions, Refinancings, renewals or replacements, taken as a whole, do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company);
(20) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 4.08;
(21) restrictions contained in any agreements related to a Project Financing or Qualified Non-Recourse Debt;
(22) encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, Master Leases; provided that such encumbrances or restrictions are customary in connection with such documents and that apply solely to the terms and conditions of such encumbrances Property or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with Properties subject to the Existing Credit Facility, applicable Master Lease;
(i) Permitted Liens, (j23) customary provisions in joint venture partnership agreements, limited liability company organizational governance documents, Joint Venture agreements and other similar agreements relating to that restrict the distribution transfer of revenues from ownership interests in such joint venture partnership, limited liability company, Joint Venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; and
(24) in connection with any rights of first refusal and rights of first offer relating to Properties. Nothing contained in this Section 4.07 will prevent the Company or any of its Restricted Subsidiaries from restricting the sale and leaseback transaction or capital leaseother disposition of property or assets of the Company or its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Vici Properties Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Interests to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company or Subsidiary; or
(iii3) transfer any of its properties property or assets to the Company or any Restricted Subsidiaries of Subsidiary.
(b) However, the Company, except for such preceding provisions shall not prohibit the following encumbrances or restrictions existing under or by reason of of:
(a1) any encumbrance or restriction in existence on the Existing Issue Date, including those under the Credit Facility as in effect as of the date of this IndentureAgreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED thereof; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings, refinancings or other Credit Facilities in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate, are no more restrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained in the Existing Credit Facility as in effect these agreements on the date of this Indenture, Issue Date or refinancings thereof;
(b) this Indenture and the Securities, (c) applicable law, (d2) any instrument governing Indebtedness encumbrance or Capital Stock of a Person restriction which exists with respect to an acquired by the Company or any of its Restricted Subsidiaries as property in effect existence at the time of such acquisition (exceptpursuant to an agreement, so long as the encumbrances or restrictions in the case of Indebtedness, any such agreement relate solely to the extent property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);
(3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Indebtedness was incurred Person becomes a Restricted Subsidiary, but not created in connection with or in contemplation anticipation of such acquisition)Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of any Person other than such Person or the property or assets of such Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness becoming a Restricted Subsidiary;
(4) any encumbrance or Capital Stock was permitted by restriction under the terms of this Indenture Refinancing Debt Incurred to be incurredrenew, refund, replace, refinance or extend any agreement containing any encumbrance or restriction referred to in the foregoing clauses (e1) through (3), so long as the encumbrances and restrictions contained in any such Refinancing Debt are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced, or extended, in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate;
(5) customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or any rights thereunder;
(6) any encumbrance or restriction by reason of customary non-assignment provisions in leases applicable law, rule, regulation or order;
(7) any encumbrance or restriction under the Notes Documents;
(8) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Capital Interests to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition;
(9) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(10) customary provisions and/or restrictions with respect to the disposition or distribution of property, securities or assets in joint venture agreements, asset sale agreements, stock sale agreements (fincluding underwriting agreements), sale leaseback agreements and other similar agreements;
(11) purchase money obligations any restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes;
(12) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause Section 4.08(a)(3);
(iii13) above on the property so acquiredLiens securing Debt otherwise permitted to be Incurred under this Indenture, including Section 4.12;
(g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h14) any other security agreementagreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;
(15) customary provisions contained in licenses, instrument or document relating sublicenses, covenants not to Senior Debt hereafter in effectxxx, provided that such encumbrances or restrictions are customary releases and other agreements in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed Intellectual Property (including in connection with the Existing Credit Facilitydistribution, (ilicense and supply agreements) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; and
(16) any restrictions with respect to the corporate aircraft, including under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to the distribution of revenues from such joint venture aircraft.
(c) Nothing contained in this Section 4.08 shall prevent the Company or any Restricted Subsidiary from: (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12; or (ii) restricting the sale or other business venture, disposition of property or (k) assets of the Company or any agreement relating to a sale of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with Section 4.09 and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSection 4.12.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (i)(xa)(i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (a1) the agreements governing Credit Facilities or Existing Credit Facility as in effect as of the date of this IndentureIndebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially less favorable to the holders of the Notes, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in the case of Credit Facilities, in agreements governing Credit Facilities or, in the case of Existing Credit Facility Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (b2) this Indenture Indenture, the Notes and the SecuritiesSubsidiary Guarantees, (c3) applicable lawany agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e5) by reason of customary non-provisions restricting the subletting or assignment provisions in leases entered into in of any lease or the ordinary course transfer of businesscopyrighted or patented materials, (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (g7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or (h12) any other security agreement, instrument or document relating Liens not prohibited by Section 4.12 that limit the right of the debtor to Senior Debt hereafter in effect, provided that dispose of the assets subject to such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k13) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseapplicable law.
Appears in 1 contract
Samples: Indenture (CGG)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Share Capital to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes, the Exchange Notes, the Subsidiary Guarantees and the Securities, Guarantees of the Exchange Notes;
(c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Share Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (exceptacquisition, in the case of Indebtedness, except to the extent such Indebtedness was incurred incurred, or such Share Capital was issued, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the 57 properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Acquired Debt, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii3) above on the property so acquired, of Section 4.08(a) hereof;
(g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k7) any agreement relating to for the sale or other disposition of all or substantially all of the Share Capital or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.other disposition;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees;
(c3) applicable law, rule, regulation or order (dor other governmental approval, license or permit);
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions or subletting restrictions in leases leases, contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions restrict the transfer of the nature described property purchased or leased;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary (including, without limitation, the Capital Stock or all or substantially all of the assets of that Restricted Subsidiary) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition (which limitation, in clause (iii) above on the case of a sale or disposition of all or substantially all assets, is applicable only to the property so acquired, or assets that are the subject of such agreement);
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent property or assets that are the subject of such agreements;
(11) contracts with customers or leases with lessors entered into in the ordinary course of business that impose customary restrictions on cash, Cash Equivalents, marketable securities, or other deposits or net worth;
(12) agreements governing Indebtedness of Non-Guarantor Subsidiaries incurred pursuant to clause (13) of Section 4.09(b) hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) shall not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) are not materially more restrictive, taken as a whole, than is customary in comparable financings;
(13) agreements governing Hedging Obligations incurred in the ordinary course of business and permitted to be incurred under the provisions of Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) shall not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are customary not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph;
(14) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted Subsidiary is redesignated as a sale Restricted Subsidiary; provided that such encumbrance or restriction is not applicable to any Person, or to the property or assets of any Person, other than such redesignated Restricted Subsidiary and leaseback transaction its Subsidiaries (immediately prior to such redesignation) and their respective properties and assets;
(15) restrictions in effect on the Issue Date that are contained in charter documents or capital leaseshareholder agreements relating to any Restricted Subsidiary of the Company; and
(16) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) shall not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph.
Appears in 1 contract
Samples: Indenture (American Woodmark Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiary, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries Subsidiary,
(b) The provisions of the Company, except for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(1) (a) the Existing Credit Facility any agreements as in effect as of on the date of this Indenture, Issue Date or (b) any other agreement or instrument with respect to the Company or any Restricted Subsidiary in effect or entered into on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements referred to in clauses (a) and (b) of this Section 4.08(b)(1); provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date Issue Date or the Issue Date, as applicable (as determined in good faith by the Company) or would not, in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Senior Secured Notes;
(2) this Indenture, (b) this Indenture the Senior Secured Notes, the Senior Secured Notes Guarantees, the New Revolving Credit Facility, the Second Lien Notes Indenture, the Second Lien Notes, the guarantees of the Second Lien Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement and the SecuritiesSecurity Documents;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders than is customary in comparable financings (cas determined in good faith by the Company);
(4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a);
(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property so acquired, and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined in good faith by the Company or would not in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Senior Secured Notes;
(10) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (hincluding agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(13) any other security agreementQualified Receivables Financing; and
(14) any encumbrance or restriction existing under any agreement that extends, instrument renews, refinances or document relating to Senior Debt hereafter in effect, provided that such replaces the agreements containing the encumbrances or restrictions are customary in connection with such documents and the foregoing clauses (1) through (13), or in this clause (14); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances under or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating pursuant to the distribution agreement so extended, renewed, refinanced or replaced or would not in the good faith determination of revenues from such joint venture or other business venturethe Company, or (k) any agreement relating materially impair the ability of the Issuer to a sale and leaseback transaction or capital lease, but only make payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSenior Secured Notes.
Appears in 1 contract
Samples: Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to Subsidiaries to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) Subsection 4.08(a) shall not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, 2015 Notes Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of this Indenture2015 Notes Issue Date (as determined in good faith by the Company, whose determination will be conclusive);
(b2) this Indenture and the Securities, Notes;
(c3) any Finance Subsidiary or Subsidiary SPC that is a Foreign Subsidiary of the Company;
(4) applicable law, ;
(d5) any instrument governing Indebtedness Person, or Capital Stock the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquired, PROVIDED thatand any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or Capital Stock was permitted refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition (as determined in good faith by the terms Company, whose determination will be conclusive);
(6) in the case of clause (3) of subsection 4.08(a):
(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture Indenture; or
(C) arising or agreed to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business that impose restrictions property or assets of the nature described Company or any of its Restricted Subsidiaries in clause any manner material to the Company or any of its Restricted Subsidiaries;
(iii7) above on any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property so acquiredand assets of, a Restricted Subsidiary of the Company;
(g8) the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if either:
(i) Permitted Refinancing Debtsuch encumbrances or restrictions, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture or the agreements governing Notes (as determined in good faith by the Indebtedness being refinancedCompany, whose determination shall be conclusive), or
(ii) A. the encumbrance or (h) any other security agreement, instrument restriction applies only in the event of a payment default or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary default with respect to a sale and leaseback transaction financial covenant contained in such Indebtedness or capital lease.agreement,
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees;
(c3) applicable law, rule, regulation or order (dor other governmental approval, license or permit);
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions or subletting restrictions in leases leases, contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions restrict the transfer of the nature described property purchased or leased;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary (including, without limitation, the Capital Stock or all or substantially all of the assets of that Restricted Subsidiary) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition (which limitation, in clause (iii) above on the case of a sale or disposition of all or substantially all assets, is applicable only to the property so acquired, or assets that are the subject of such agreement);
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent property or assets that are the subject of such agreements;
(11) contracts with customers or leases with lessors entered into in the ordinary course of business that impose customary restrictions on cash, Cash Equivalents, marketable securities, or other deposits or net worth or transfers of property;
(12) agreements governing Indebtedness of Foreign Subsidiaries incurred pursuant to clause (13) of Section 4.09(b) hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) are not materially more restrictive, taken as a whole, than is customary in comparable financings;
(13) agreements governing Hedging Obligations incurred in the ordinary course of business and permitted to be incurred under the provisions of Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are customary not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph;
(14) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted Subsidiary is redesignated as a sale Restricted Subsidiary; provided that such encumbrance or restriction is not applicable to any Person, or to the property or assets of any Person, other than such redesignated Restricted Subsidiary and leaseback transaction its Subsidiaries (immediately prior to such redesignation) and their respective properties and assets;
(15) restrictions in effect on the Issue Date that are contained in charter documents or capital leaseshareholder agreements relating to any Restricted Subsidiary; and
(16) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the notes and (y) such restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph.
Appears in 1 contract
Samples: Indenture (Itron Inc /Wa/)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on with respect to its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, rule or regulation;
(d4) any instrument governing Indebtedness Person, or Capital Stock the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of clause (3) of the first paragraph of this Section 4.13:
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract,
(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the terms of this Indenture Indenture, or
(c) arising or agreed to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business that impose restrictions property or assets of the nature described Company or any Restricted Subsidiary in clause any manner material to the Company or any Restricted Subsidiary;
(iii6) above on any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property so acquiredand assets of, a Restricted Subsidiary pending closing of such sale or disposition;
(g7) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h) any other security agreement, instrument or document relating to Senior Debt hereafter 8) contained in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances any Indebtedness permitted under this Indenture or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating pursuant to which such Indebtedness was issued if:
(a) the encumbrance or restriction applies only in the event of a sale and leaseback transaction payment default or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary a default with respect to a sale and leaseback transaction financial covenant contained in such Indebtedness or capital leaseagreement,
(b) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith), and
(c) the Company determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes.
Appears in 1 contract
Samples: Indenture (Armor Holdings Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) (i) (i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of of:
(ai) the Existing Credit Facility contractual encumbrances or restrictions as in effect as of on the date of this IndentureIssue Date, including pursuant to the Credit Agreement and Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of Issue Date;
(ii) (a) this Indenture, (b) this Indenture the Notes (and the Securities, any Exchange Notes related thereto) and (c) Guarantees of the Notes (and any Exchange Notes related thereto);
(iii) applicable lawlaw or any applicable rule, regulation or order;
(div) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except, in or at the case time it merges with or into the Company or any of Indebtedness, to the extent such Indebtedness was incurred its Restricted Subsidiaries or assumed in connection with or the acquisition of assets from such Person (but, in any such case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness acquired or assets so assumed;
(v) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock was or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(vi) any agreements creating a Lien securing Indebtedness otherwise permitted by the terms of this Indenture to be incurredincurred pursuant to Section 4.13, to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;
(evii) restrictions on cash or other deposits or net worth imposed by reason of customary non-assignment provisions in leases customers under contracts entered into in the ordinary course of business;
(viii) customary provisions with respect to dispositions or distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(fix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described discussed in clause (iiic) above on the property so acquired;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;
(xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is (a) Incurred by a Guarantor subsequent to the Issue Date pursuant to Section 4.03 or (b) Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.03; provided, in the case of clause (a), (gi) Permitted such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being Incurred and (ii) such encumbrances or restrictions will not materially affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined at the time such Indebtedness, Disqualified Stock or Preferred Stock is Incurred in good faith by the chief financial officer, chief accounting officer or treasurer of the Company;
(xii) Refinancing DebtIndebtedness permitted under the terms of this Indenture; provided, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(hxiii) any other security agreementencumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, instrument however, that such restrictions apply only to such Receivables Subsidiary; and
(xiv) any encumbrances or document relating restrictions of the type referred to Senior Debt hereafter in effectclauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such encumbrances extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions are customary refinancings are, in connection with such documents and that the terms and conditions good faith judgment of such encumbrances or restrictions are the Company, no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale such dividend and leaseback transaction other payment restrictions than those contained in the dividend or capital leaseother payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Acco Brands Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.13(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are either (i) not materially less favorable, refinancings taken as a whole, to the Holders of the Notes than such encumbrances or other Credit Facilities are no restrictions contained in those agreements on the Issue Date or (ii) not materially more restrictive with disadvantageous to the Holders of the Notes than in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such dividend and other payment restrictions than those contained in Indebtedness;
(2) the Existing Credit Facility as in effect on the date of this Indenture, Indenture Documents;
(b) this Indenture and the Securities, (c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases contracts, leases, joint venture agreements, licenses and similar agreements entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.13(a);
(7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary or the transfer of the assets pending the sale or other disposition;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, Capital Stock sale agreements and other similar agreements relating entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the distribution of revenues from such joint venture or other business ventureassets, or (kin the case of Capital Stock sales) any agreement relating entities, that are the subject of such agreements;
(11) agreements governing Indebtedness permitted to a sale and leaseback transaction or capital lease, but only on be incurred by Restricted Subsidiaries of the property subject to such transaction or lease and only to Company under the extent provisions of Section 4.09; provided that such restrictions agreements (except those agreements entered into pursuant to clauses (16) or encumbrances (18) of the definition of “Permitted Debt”) are customary not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing Credit Facilities as in effect on the Issue Date; and
(12) encumbrances and restrictions applicable to a sale and leaseback transaction Securitization Subsidiary that in the good faith judgment of the Company are necessary or capital leaseadvisable to effect the transactions contemplated under a Qualified Securitization Financing.
Appears in 1 contract
Samples: Indenture (Xerium Technologies Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Company, ability to make distributions on Capital Stock);
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries (it being understood that such transfers shall not include any type of the Company, except for such transfer described in clauses (1) and (2) of this Section 4.08(a)).
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture (including the Senior Credit Facility) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings, refinancings or other Credit Facilities in the good faith judgment of the Company, (x) are no not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture and (y) will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes when due;
(2) this Indenture, (b) this Indenture the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the good faith judgment of the Company, such encumbrances and restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes when due;
(c4) applicable law, rule, regulation or order;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases leases, subleases, licenses and other contracts entered into in the ordinary course of business, including, without limitation, any encumbrance or restriction (fa) that restricts 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 such lease, license or other contract; and (b) pursuant to provisions restricting the dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(7) purchase money obligations for property acquired in the ordinary course of business and Attributable Debt or Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) any agreement for the property so acquired, sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing DebtIndebtedness; provided that, PROVIDED that in the good faith judgment of the Company, the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h10) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, including any Permitted Lien;
(j11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture(including agreements entered into in connection with a Restricted Investment), or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements; and
(12) restrictions on cash or encumbrances are customary with respect to a sale and leaseback transaction other deposits or capital leasenet worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (Hecla Mining Co/De/)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions set forth in Section 4.10(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Credit Facility Indebtedness and any related collateral documents as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided, PROVIDED that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, the Notes, the Note Guarantees and any Collateral Documents;
(b3) agreements governing other Indebtedness (including Credit Facilities) permitted to be incurred under Section 4.08 of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided, that the Securities, restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes;
(c4) applicable law, rule, regulation or order;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided, PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of this Section 4.10(a);
(8) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing DebtIndebtedness; provided, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in Indebtedness will not materially adversely impact the agreements governing ability of the Indebtedness being refinanced, or Company to make required principal and interest payments on the Notes;
(h10) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided be incurred under Section 4.09 of this Indenture that limit the right of the debtor to dispose of the assets subject to such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Liens;
(i) Permitted Liens, (j11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to (including agreements entered into in connection with a Restricted Investment) entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements; and
(12) restrictions on cash or encumbrances are customary with respect to a sale and leaseback transaction other deposits or capital leasenet worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions set forth in Section 4.12(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements, including agreements governing Existing Credit Facility Indebtedness as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are, refinancings or other Credit Facilities are no in the good faith judgment of the Company, not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(bii) this Indenture Indenture, the Notes, the Note Guarantees and the Securities, Collateral Documents;
(ciii) any encumbrance or restriction pursuant to Credit Facilities incurred under clause (i) or (xx) of Section 4.9(b) hereof;
(iv) applicable law, rule, regulation or order, approval, license, permit or similar restriction, including under contracts with foreign governments or agencies thereof entered into in the ordinary course of business;
(dv) any instrument governing Indebtedness or Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred incurred, or such Capital Stock was 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the acquisition, provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, incurred under Section 4.9 hereof;
(evi) by reason of customary non-assignment provisions in leases leases, contracts and licenses entered into in the ordinary course of business, ;
(fvii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of Section 4.12(a) hereof;
(viii) any agreement for the property so acquiredsale or other disposition of a Restricted Subsidiary that restricts distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition;
(gix) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not, in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (ix) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens, ;
(jxi) customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture the Board of Directors of the Company or otherwise in the ordinary course of business;
(xii) restrictions on cash or other business venture, deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(kxiii) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;
(xiv) contractual requirements of a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Special Purpose Entity; and
(xv) any agreement relating or instrument governing Indebtedness or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 4.9 hereof which encumbrances or restrictions (x) are not, in the good faith judgment of the Company, materially more restrictive, taken as a sale and leaseback transaction whole, than those contained in this Indenture or capital lease(y) will not, but only in the good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal, interest or premium on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseNotes.
Appears in 1 contract
Samples: Indenture (Valeant Pharmaceuticals International, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to to: (i)(x1) pay dividends or make any other distributions on its Capital Interests to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; (ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or (iii3) transfer any of its properties property or assets to the Company or any Restricted Subsidiaries of Subsidiary.
(b) However, the Company, except for such preceding provisions shall not prohibit the following encumbrances or restrictions existing under or by reason of of: (a1) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement, the Bridge Facilities and the Existing Credit Facility as in effect as of the date of this IndentureNotes, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED thereof; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings, refinancings or other Credit Facilities in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate, are no more restrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained in the Existing Credit Facility as in effect these agreements on the date of this Indenture, Issue Date or refinancings thereof; (b) this Indenture and the Securities, (c) applicable law, (d2) any instrument governing Indebtedness encumbrance or Capital Stock of a Person restriction which exists with respect to an acquired by the Company or any of its Restricted Subsidiaries as property in effect existence at the time of such acquisition (exceptpursuant to an agreement, so long as the encumbrances or restrictions in the case of Indebtedness, any such agreement relate solely to the extent property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Indebtedness was incurred Person becomes a Restricted Subsidiary, but not created in connection with or in contemplation anticipation of such acquisition)Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.not
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock to OI Group or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company OI Group or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company OI Group or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company OI Group or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness, Credit Facility Facilities, charter documents and shareholder agreements as in effect as of on the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the such Existing Indebtedness, Credit Facility Facilities, charter documents and shareholders agreements as in effect on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Collateral Documents, the Offshore Collateral Documents and the Securities, Guarantees of the Notes;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company OI Group or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations, including Capital Lease Obligations and obligations under mortgages, for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii3) above on of the property so acquired, first paragraph of this Section 4.15;
(g7) any agreement for the sale or other disposition of a Restricted Subsidiary of OI Group that restricts any of the foregoing by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing DebtIndebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ; and
(h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i9) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating Liens or Investment Grade Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property assets subject to such transaction Lien. Nothing contained in this Section 4.15 shall prevent OI Group or lease and only to a Restricted Subsidiary of OI Group from entering into any agreement (x) permitting or providing for the extent that such restrictions incurrence of Liens otherwise permitted by Section 4.14 or encumbrances are customary with respect to a (y) restricting the sale and leaseback transaction or capital leaseother disposition of property securing Indebtedness.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions restrictions:
(i) existing under or under, by reason of (a) or with respect to the ABL Credit Facility, Existing Credit Facility as Indebtedness, the Stockholders’ Agreement or any other agreements in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings taken as a whole, than those in effect on the date of this Indenture;
(ii) existing under, by reason of or other Credit Facilities are no more restrictive with respect to such dividend any other Credit Facility of the Issuers permitted under this Indenture; provided that the applicable encumbrances and restrictions contained in the agreement or agreements governing the other payment restrictions Credit Facility are not materially more restrictive, taken as a whole, than those contained in the Existing ABL Credit Facility Facility, as in effect on the date of this Indenture;
(iii) existing under, (b) this Indenture and the Securities, (c) by reason of or with respect to applicable law, rule, regulation or administrative or court order;
(div) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility, Existing Indebtedness or Capital Stock was permitted such other agreements as in effect on the date of the acquisition;
(v) in the case of Section 4.08(a)(iii):
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the terms of Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture to be incurredIndenture,
(c) existing under, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) or with respect to purchase money obligations for property acquired in the ordinary course of business business, or
(d) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that impose restrictions do not, individually or in the aggregate, detract from the value of property or assets of the nature described Company or any Restricted Subsidiary thereof in clause any manner material to the Company or any Restricted Subsidiary thereof;
(iiivi) above on existing under, by reason of or with respect to customary provisions with respect to the disposition or distribution of assets or property so acquiredcontained in joint venture and similar agreements entered into in the ordinary course of business;
(vii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending such sale or other disposition;
(gviii) existing under, by reason of or with respect to Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such that Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(x) existing under, by reason of or with respect to this Indenture, the Notes and the Note Guarantees; and
(hxi) any other security agreementexisting under, instrument by reason of or document relating with respect to, Indebtedness of a Restricted Subsidiary not prohibited to Senior Debt hereafter in effect, be incurred under this Indenture; provided that (A) such encumbrances or restrictions are ordinary and customary in connection with such documents light of the type of Indebtedness being incurred and that the terms jurisdiction of the obligor and conditions of (B) such encumbrances or restrictions are no more restrictive than those encumbrances will not affect the Issuers’ or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements any Guarantor’s ability to make principal and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to Notes, as determined in good faith by the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseBoard of Directors of the Issuers.
Appears in 1 contract
Samples: Indenture (Solo Cup CO)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness Person, or Capital Stock the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, <PAGE> 39 replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of clause (3) of the first paragraph of this Section 4.13:
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the terms of this Indenture Indenture, or
(c) arising or agreed to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business that impose restrictions property or assets of the nature described Company or any Restricted Subsidiary in clause any manner material to the Company or any Restricted Subsidiary;
(iii6) above on any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property so acquiredand assets of, a Restricted Subsidiary;
(g7) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h) any other security agreement, instrument or document relating to Senior Debt hereafter 8) contained in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances any Indebtedness or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating pursuant to which such Indebtedness was issued if:
(a) the encumbrance or restriction applies only in the event of a sale and leaseback transaction payment default or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary a default with respect to a sale and leaseback transaction financial covenant contained in such Indebtedness or capital leaseagreement,
(b) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith), and
(c) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as on the closing date of the date Spin-off and if the Spin-off does not occur, any agreements governing Existing Indebtedness of this IndentureGHVI when the Company is merged with and into GHVI, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes, the Exchange Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases leases, intellectual property agreements and licenses entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii3) above on of Section 4.08(a);
(7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens securing Indebtedness otherwise permitted to exist or be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(h10) any other security agreement, instrument provisions with respect to the disposition or document relating to Senior Debt hereafter in effect, provided that such encumbrances distribution of assets or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business;
(11) restrictions on cash or other business venture, deposits belonging to patients of the Company or any of its Restricted Subsidiaries imposed by such patients under contracts entered into in the ordinary course of business; and
(k12) any agreement relating to a sale and leaseback transaction or capital leaseCapital Lease Obligation, in each case, otherwise permitted by this Indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.
Appears in 1 contract
Samples: Indenture (Genesis Healthcare Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as in effect as agreements governing Indebtedness outstanding of the date of this Indenture, Indenture and Credit Facilities as in effect on the date hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Note Guarantees and the Exchange Notes and the related Guarantees to be issued pursuant to the Registration Rights Agreement;
(c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such instrument; provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurredincurred and in the case of amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings, such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not more materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions, than those contained in those agreements on the date hereof;
(e5) by reason of customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending the sale or other disposition of such assets or Restricted Subsidiary;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(11) agreements governing Indebtedness of any Foreign Subsidiary incurred in compliance with this Indenture;
(12) restrictions on cash or other deposits or net worth imposed by leases or contracts with customers, in each case, entered into in the ordinary course of business;
(13) any encumbrance or restriction pursuant to an agreement in effect on the date of this Indenture, as such encumbrance or restriction is in effect on such date, and any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreement; provided that such restrictions amendments, restatements, modifications, renewals, supplements, refundings, replacements or encumbrances refinancings are customary not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(14) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; and
(15) any instrument governing Indebtedness permitted to be incurred under this Indenture so long as the encumbrances and restrictions imposed pursuant to such instruments are no more restrictive, taken as a sale whole, than those encumbrances and leaseback transaction or capital leaserestrictions contained in the Credit Facilities on the date of this Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of the date of this Indentureon March 13, 2007 and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of March 13, 2007;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation, order, approval, permit or similar restriction;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(vi) any agreement for the sale or other disposition of assets, (f) purchase money obligations including without limitation an agreement for property acquired in the ordinary course of business that impose restrictions sale or other disposition of the nature described in clause Capital Stock or assets of a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(iii) above on the property so acquired, (gvii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(viii) Liens permitted to be incurred under the provisions of Section 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreementdistributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, instrument or document 2007 in accordance with Section 10.11; provided that the provisions relating to Senior Debt hereafter such encumbrance or restriction contained in effectsuch Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, provided that such as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007; 47 Eleventh Supplemental Indenture
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business ; and
(xiv) with respect only to encumbrances or restrictions are customary of the type referred to in connection with such documents and that the terms and conditions clause (iii) of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Section 10.10(a):
(i) Permitted Liens, (jA) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the distribution assets, property or Capital Stock that are the subject of revenues from such joint venture agreements; and
(C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or other business venture, similar instruments to the extent such encumbrance or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries.
(b) The restrictions of the Company, except for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness and the Existing Bank Credit Facility as in effect as of on the date of this Indenture, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that, PROVIDED that such in the determination of the Board of Directors made in good faith (which determination shall be conclusive and binding absent manifest error), the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees as determined by the Board of Directors of the Company in good faith, which determination shall be conclusive and binding absent manifest error;
(c4) applicable law, rule, regulation or order, including any Gaming Law, or as otherwise required by any Gaming Authority;
(d5) restrictions under any instrument governing Indebtedness agreement relating to any Person, property, assets or Capital Stock of a Person business acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness restriction was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, properties, assets or the properties or assets of any Person, business other than the Person and its SubsidiariesPerson, or the property property, assets or assets of the Person and its Subsidiariesbusiness, so acquired;
(6) customary restrictions on subletting or assignment in contracts, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired any such contractual encumbrance in the ordinary course of business that impose restrictions existence as of the nature described Issue Date or imposed by or in clause connection with the incurrence of any FF&E Financing or Capital Lease Obligations incurred pursuant to Section 4.09(b)(4) hereof, provided such encumbrance does not have the effect of restricting the payment of dividends to the Company or any Restricted Subsidiary or the payment of Indebtedness owed to the Company or any Restricted Subsidiary or reducing the amount of any such dividends or payments;
(iii8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(9) above on any restriction or encumbrance contained in contracts for the property so acquired, sale of assets to be consummated in accordance with this Indenture solely in respect of the assets to be sold pursuant to such contract;
(g10) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined by the Board of Directors of the Company in good faith, which determination shall be conclusive and binding absent manifest error;
(11) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(12) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary including agreements entered into in connection with such documents and a Restricted Investment) entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the terms and conditions subject of such encumbrances agreements;
(13) restrictions on cash or other deposits or net worth imposed by customers, vendors or lessors under contracts entered into in the ordinary course of business;
(14) agreements in existence with respect to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary, provided, however that such agreements are not entered into in anticipation or contemplation thereof;
(15) restrictions imposed by Indebtedness incurred under Credit Facilities; provided that, in the determination of the Board of Directors made in good faith (which determination shall be conclusive and binding absent manifest error), such restrictions are no more restrictive taken as a whole than those imposed by the Bank Credit Facility as of the date of this Indenture; and
(16) replacements of restrictions imposed pursuant to clauses (1) through (15) of this Section 4.08(b) that are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasebeing replaced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to Subsidiaries to: (i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profitsprofits and payable to the Company and any of its Restricted Subsidiaries, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; (ii) make any loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (a1) the Existing Credit Facility as any agreement in effect as of or entered into on the date of this Indenture, including agreements governing Existing Indebtedness and the New Credit Facility as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings are not materially less favorable, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ; (b2) this Indenture Indenture, the Notes and the Securities, Subsidiary Guarantees; (c3) applicable lawlaw and any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ; (e5) by reason of customary non-assignment provisions in leases leases, licenses or contracts entered into in the ordinary course of business, ; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of the property so acquiredpreceding paragraph; (7) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of that Subsidiary; (g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive not materially less favorable, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ; (h9) any other security agreement, instrument or document relating Liens that limit the right of the debtor to Senior Debt hereafter in effect, provided that dispose of the assets subject to such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Liens; (i) Permitted Liens, (j10) customary provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or business; (k11) any agreement relating to a sale and leaseback transaction such encumbrance or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary restriction with respect to a sale Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any agreement governing the terms of any Indebtedness incurred pursuant to clause (i) of Section 4.09 hereof, provided, that (i) either (x) the encumbrance or restriction applies only in the event of and leaseback transaction during the continuance of a payment default or capital leasea default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction), any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); and (14) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect that Receivables Facility.
Appears in 1 contract
Samples: Indenture (Airgas East Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Interests to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company or Subsidiary; or
(iii3) transfer any of its properties property or assets to the Company or any Restricted Subsidiaries of Subsidiary.
(b) However, the Company, except for such preceding provisions shall not prohibit the following encumbrances or restrictions existing under or by reason of of:
(a1) any encumbrance or restriction in existence on the Existing Issue Date, including those under the Credit Facility as in effect as of the date of this IndentureAgreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED thereof; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings, refinancings or other Credit Facilities in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate, are no more restrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained in the Existing Credit Facility as in effect these agreements on the date of this Indenture, Issue Date or refinancings thereof;
(b) this Indenture and the Securities, (c) applicable law, (d2) any instrument governing Indebtedness encumbrance or Capital Stock of a Person restriction which exists with respect to an acquired by the Company or any of its Restricted Subsidiaries as property in effect existence at the time of such acquisition (exceptpursuant to an agreement, so long as the encumbrances or restrictions in the case of Indebtedness, any such agreement relate solely to the extent property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);
(3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Indebtedness was incurred Person becomes a Restricted Subsidiary, but not created in connection with or in contemplation anticipation of such acquisition)Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of any Person other than such Person or the property or assets of such Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness becoming a Restricted Subsidiary;
(4) any encumbrance or Capital Stock was permitted by restriction under the terms of this Indenture Refinancing Debt Incurred to be incurredrenew, refund, replace, refinance or extend any agreement containing any encumbrance or restriction referred to in the foregoing clauses (e1) through (3), so long as the encumbrances and restrictions contained in any such Refinancing Debt are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced, or extended, in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate;
(5) customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or any rights thereunder;
(6) any encumbrance or restriction by reason of customary non-assignment provisions in leases applicable law, rule, regulation or order;
(7) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees;
(8) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Capital Interests to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition;
(9) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(10) customary provisions with respect to the disposition or distribution of property or assets in joint venture agreements, asset sale agreements, stock sale agreements (fincluding underwriting agreements), sale leaseback agreements and other similar agreements;
(11) purchase money obligations any restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes;
(12) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause Section 4.08(a)(3);
(iii13) above on the property so acquiredLiens securing Debt otherwise permitted to be Incurred under this Indenture, including Section 4.12; and
(g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h14) any other security agreement, instrument or document relating to Senior agreement governing Debt hereafter in effect, provided entered into after the Issue Date that such contains encumbrances or and restrictions that are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no not materially more restrictive with respect to any Restricted Subsidiary than those encumbrances in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date.
(c) Nothing contained in this Section 4.08 shall prevent the Company or restrictions imposed in connection with the Existing Credit Facility, any Restricted Subsidiary from (i) Permitted Lienscreating, Incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12 or (jii) customary provisions in joint venture agreements and other similar agreements relating to restricting the distribution of revenues from such joint venture sale or other business venture, disposition of property or (k) assets of the Company or any agreement relating to a sale of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with Section 4.09 and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSection 4.12.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation inSubsidiary, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries Subsidiary. However, the preceding restrictions in the first paragraph of the Company, except for such this Section 1014 will not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Senior Credit Agreement, any Existing Credit Facility as Indebtedness, Capital Stock or any other agreements or instruments, in each case, in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increasesextensions, supplements, increases, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, restatements, modifications, restatements, renewals, increasesextensions, supplements, increases, refundings, replacementsreplacements or refinancings are, refinancings or other Credit Facilities are no in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, not materially more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility applicable agreements or instruments as in effect on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Guarantees;
(c3) applicable law, rule, regulation, order, approval, permit or similar restriction;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in contracts, leases, licenses and sublicenses (including, without limitation, licenses of intellectual property) and provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases entered into governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in the ordinary course of business, (foil and gas properties) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause Company or any Restricted Subsidiary;
(iii6) above on any agreement for the property so acquiredsale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary, that restricts distributions or loans by the applicable Restricted Subsidiary pending the sale or other disposition;
(g7) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(8) Liens permitted to be incurred under the provisions of Section 1013 that limit the right of the debtor to dispose of the assets subject to such Liens and the security documents relating thereto;
(9) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 1011 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreement, instrument distributions on its Capital Stock (other than requirements to pay dividends or document liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(10) other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 1011; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Debt hereafter Credit Agreement or any other agreement described in effectclause (1) above as in effect on the Issue Date;
(11) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such encumbrances Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument; or (b) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;
(12) agreements governing Hedging Obligations permitted from time to time under this Indenture;
(13) restrictions on cash, Cash Equivalents or other deposits or net worth or similar requirements imposed by customers, suppliers and landlords, or surety, insurance or bonding companies;
(14) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments;
(15) provisions limiting the disposition or distribution of assets or property in, or transfer of assets (including Capital Stock) in, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, operating agreements, development agreements, area of mutual interest agreements and other agreements that are customary in connection with such documents the Oil and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements Gas Business and other similar agreements relating to entered into (i) in the distribution ordinary course of revenues from such joint venture or other business venturebusiness, or (kii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements;
(16) any agreement relating to or other instrument of a sale Unrestricted Subsidiary that is designated a Restricted Subsidiary, in each case that is in existence at the time of such designation (but not created in contemplation of or in connection thereof);
(17) customary encumbrances and leaseback transaction or capital lease, but only restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business;
(18) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease similar instruments; and
(19) any encumbrances or restrictions contained in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, in the good faith judgment of the Board of Directors of the Company (and only evidenced by a Board Resolution), than the encumbrances or restrictions prior to the extent that such restrictions amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or encumbrances are customary with respect to a sale and leaseback transaction or capital leaserefinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of the date of this Indentureon March 13, 2007 and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of March 13, 2007;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.Subsidiary Guarantees;
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries, or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries, or (d) guarantee any Indebtedness of the CompanyCompany or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility Indebtedness as in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the such Existing Credit Facility Indebtedness, as in effect on the date of this Indenture, hereof;
(b2) this Indenture and the Securities, Notes;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases or contracts or real property mortgages or related documents entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business obligations, Capital Lease Obligations or mortgage financings that impose restrictions on the property so acquired of the nature described in clause (iiic) above on of the property so acquired, preceding paragraph;
(g7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business; and
(11) restrictions on cash or other business venture, deposits or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on net worth imposed by customers under contracts entered into in the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseordinary course of business.
Appears in 1 contract
Samples: Indenture (Xm Satellite Radio Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (i)(xa)(i) pay dividends or make any other distributions to the Company Parent or any of the Restricted Subsidiaries of the Company (1) Subsidiary on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yii) pay any Financial Indebtedness owed to the Company Parent or any Restricted Subsidiaries of the Company, Subsidiary; (iib) make loans or advances to the Company Parent or any Restricted Subsidiaries of the Company Subsidiary or (iiic) transfer any of its properties or assets to the Company Parent or any Restricted Subsidiaries of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of (a1) the agreements governing Credit Facilities or Existing Credit Facility as in effect as of the date of this IndentureIndebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially less favorable to the holders of the Notes, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in the case of Credit Facilities, in agreements governing Credit Facilities or, in the case of Existing Credit Facility Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees, (c3) applicable lawany agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (d4) any instrument governing Financial Indebtedness or Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Financial Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Financial Indebtedness, such Financial Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e5) by reason of customary non-provisions restricting the subletting or assignment provisions in leases entered into in of any lease or the ordinary course transfer of businesscopyrighted or patented materials, (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreements and agreement, assets sale agreement, stock sale agreement or other similar agreements relating to agreement in each case entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital leasebusiness, but only on the property subject to such transaction or lease and in each case only to the extent that such restrictions encumbrance or encumbrances are customary with respect restriction relates to a sale and leaseback transaction the transfer of the property, or capital lease.encumbers or restricts the assets, subject to such agreement,
Appears in 1 contract
Samples: Indenture (CGG Marine B.V.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or under, by reason of of, or with respect to:
(ai) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of this Indenture, Issue Date;
(b) this Indenture and the Securities, (cii) applicable law, rule, regulation or order;
(diii) any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or Capital Stock was permitted by such other agreements as in effect on the terms date of the acquisition;
(iv) in the case of clause (c) of the first paragraph of this Indenture Section 4.08:
(A) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) restrictions existing by virtue of any transfer of, agreement to be incurredtransfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(eC) by reason restrictions arising or agreed to in the ordinary course of customary non-assignment business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(v) provisions with respect to the disposition or distribution of assets or property in leases joint venture agreements and other similar agreements entered into in the ordinary course of business, ;
(fvi) purchase money obligations any agreement for property acquired in the ordinary course sale or other disposition of business that impose restrictions all or substantially all of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinancedcapital stock of, or property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary periling such sale or other disposition; and
(hvii) any other security agreement, instrument or document relating Indebtedness of a Foreign Subsidiary permitted to Senior Debt hereafter in effect, be incurred under this Indenture; provided that (A) such encumbrances or restrictions are ordinary and customary in connection with such documents respect to the type of Indebtedness being incurred; and that the terms and conditions of (B) such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with will not affect the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements Company’s ability to make principal and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to Notes, as determined in good faith by the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseBoard of Directors of the Company.
Appears in 1 contract
Samples: Indenture (Spectrum Brands, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The foregoing Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Facility, the Corporate Revolver and the LC Facility and other agreements governing existing Debt and Credit Facility Facilities, in each case as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings of existing Debt are not, refinancings or other Credit Facilities are no in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(3) agreements governing Debt permitted to be Incurred pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided (cA) that the encumbrances and restrictions are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in the good faith judgment of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Debt;
(4) applicable law, rule, regulation or order;
(d5) any instrument or agreement governing Indebtedness Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness Debt or Capital Stock was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that; provided that in the case of Debt, such Indebtedness or Capital Stock Debt was permitted by the terms of this Indenture to be incurred, Incurred;
(e6) by reason of customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) in the case of Section 4.12(a)(3), any encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) contained in mortgages, pledges or other security agreements permitted under an indenture securing Debt of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture;
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or
(E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(8) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business, which provisions apply only to the assets that are the subject of such agreements;
(f9) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause Section 4.12(a)(3);
(iii10) above on any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g11) Permitted Refinancing Debt, PROVIDED ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Debt being refinanced, or ;
(h12) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, be incurred pursuant to Section 4.10;
(i13) Permitted Liens, Project Finance Debt; and
(j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k14) any agreement relating to or instrument governing a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasePermitted Investment.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xi) (a) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yb) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or (iii) transfer any of its properties or 53 53 assets to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect on the Existing Credit Facility date of the Indenture, (b) the Term Loan Agreement as in effect as of the date of this the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility Term Loan Agreement as in effect on the date of this the Indenture, (b) this Indenture and the Securities, (c) applicable lawthe Indenture and the Senior Notes, (d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Acquired Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (f) customary non-assignment provisions in licenses, leases and agreements relating to intellectual property entered into in the ordinary course of business and consistent with past practices, (g) Permitted Refinancing Debtagreements relating to the financing of the acquisition of real or tangible personal property acquired after the date of the Indenture, PROVIDED provided that such encumbrance or restriction relates only to the restrictions contained property which is acquired and in the agreements governing case of any encumbrance or restriction that constitutes a Lien, such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinancedLien constitutes a Purchase Money Lien, or (h) any other security agreementlaw or any governmental regulation or order or pursuant to any agreement or understanding with any regulatory body or agency; provided that, instrument if such order would prevent the Company from making a payment under the Indenture, the Company has used its reasonable efforts to have any such order diminished or document relating removed by any regulator authorized to Senior Debt hereafter in effectdo so and to obtain any exemptive orders from the relevant regulator with respect to such encumbrance or restriction to the extent such exemptive orders are reasonably practicable under applicable laws and regulations, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Lienscontracts for the sale of assets, (j) including, without limitation, customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and leaseback transaction or capital leasedisposition of all or substantially all of the Capital Stock or assets of such Subsidiary.
Appears in 1 contract
Samples: Indenture (Oxford Health Plans Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to that is not a Guarantor to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions of the Company or any of its Restricted Subsidiaries (ai) the Existing Credit Facility as in effect as of on the date of Issue Date or (ii) pursuant to the Opco Credit Agreement and other documents relating to the Opco Credit Agreement;
(2) this Indenture, the Notes and the Note Guarantees (if any, and any additional notes and related guarantees);
(3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities the restrictions therein either (i) are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as agreements governing Indebtedness in effect on the date Issue Date, or (ii) are not materially more disadvantageous to Holders of this Indenture, the Notes than is customary in comparable financings (bas determined by the Company in good faith) this Indenture and either (x) the Securities, Company determines (cin good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a default relating to such Indebtedness;
(4) applicable law, rule, regulation, order, approval, license permit or similar restriction;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness instrument was incurred entered into 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment or sub-letting provisions in leases contracts, leases, subleases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) contracts for the property so acquiredsale or other disposition of Capital Stock or assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness (i) are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, refinanced or (hii) any other security agreement, instrument are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith) and either (x) the Company determines (in good faith) that such encumbrance or document relating restriction will not affect the Company’s ability to Senior Debt hereafter in effect, provided that make principal or interest payments on the notes or (y) such encumbrances or restrictions are customary apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness;
(10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements (including agreements entered into in connection with such documents and a Restricted Investment), which limitation is applicable only to the assets that are the terms and conditions subject of such agreements;
(12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;
(14) other Indebtedness of Restricted Subsidiaries that are non-Guarantors that is incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; provided that any such Indebtedness incurred by Restricted Subsidiaries that are not guarantors formed or acquired after the Issue Date shall only contain customary encumbrances or restrictions are no more restrictive, taken as a whole, than those in effect on the Issue Date;
(15) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Company; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Company and any such encumbrance or restriction does not extend to any assets or property of the Company of any Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary;
(16) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company or the ability of the Company or such Restricted Subsidiary to realize such value, or to make any distributions relating to such property or assets in each case in any material respect, and
(17) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive as a whole with respect to such dividend and other payment restrictions than those encumbrances contained in the dividend or other payment restrictions imposed in connection prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with the Existing Credit Facilitythis covenant, (i) Permitted Liens, the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (jii) customary provisions in joint venture agreements and other similar agreements relating the subordination of loans or advances made to the distribution Company or a Restricted Subsidiary of revenues from the Company to other Indebtedness incurred by the Company or any such joint venture or other business venture, or (k) any agreement relating to Restricted Subsidiary shall not be deemed a sale and leaseback transaction or capital lease, but only restriction on the property subject ability to such transaction make loans or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseadvances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make any loans or advances to the Company or any other of its Restricted Subsidiaries of the Company Subsidiaries;
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiaries of Subsidiaries; or
(d) guarantee the Company's obligations. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the Existing Credit Facility agreements as in effect as of on the date hereof or subsequent agreements relating to our Indebtedness or Indebtedness of this Indenture, any Subsidiary Guarantor and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, ;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, ;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iiic) above on of the property so acquired, preceding paragraph;
(gvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and
(x) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasebusiness.
Appears in 1 contract
Samples: Indenture (Villa Pines Care LLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Company, or, from and after the Guarantee Effective Date, the Parent will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Parent (from the Guarantee Effective Date), the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as any agreement in effect as of existence on the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein, taken as a whole, are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(c4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(d5) any instrument or agreement governing Indebtedness or Capital Stock of a Person acquired by or merged or consolidated with or into the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries Subsidiaries, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary or that is assumed in connection with or in contemplation of such acquisition of assets from such Person, in each case as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)transaction, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or merged; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred; provided further that for purposes of this clause (5), if a Person other than the Company or the Parent (efrom the Guarantee Effective Date) is the successor issuer with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by reason of the Parent (from the Guarantee Effective Date), the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such successor issuer;
(6) customary non-assignment and similar provisions in leases contracts, leases, sub-leases, licenses and sub-licenses and provisions restricting sub-letting or sub-licensing in contracts, leases, sub-leases, licenses and sub-licenses entered into in the ordinary course of business;
(7) mortgage financings, (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) with respect to a Restricted Subsidiary (or any of its property or assets), encumbrances or restrictions imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property so acquired, or assets that are subject to such restriction) pending the closing of such sale or disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, licenses, sub-licenses, leases, sub-leases and other similar agreements (including agreements entered into in connection with a Restricted Investment) in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements;
(12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(h13) any other security agreementencumbrance or restriction arising or agreed to in the ordinary course of business, instrument or document not relating to Senior Debt hereafter any Indebtedness, and that does not, individually or in effectthe aggregate, provided that such detract from the value of the property or assets of the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries in any manner material to the Parent (from the Guarantee Effective Date), the Company or its Restricted Subsidiaries;
(14) customary encumbrances or restrictions are customary contained in agreements in connection with Hedging Obligations or Treasury Management Obligations permitted under this Indenture;
(15) by virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Parent (from the Guarantee Effective Date), the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture;
(16) which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company or the Parent (from the Guarantee Effective Date), on or after the date of this Indenture, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;
(17) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice;
(18) restrictions under customary provisions in partnership agreements, limited liability company organizational or governance documents, joint venture agreements, corporate charters, stockholders’ agreements and other similar agreements and documents and on the transfer of ownership interests in such partnership, limited liability company, joint venture or similar person;
(19) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent, the Company or any Restricted Subsidiary;
(20) a security agreement governing a Lien permitted under this Indenture containing customary restrictions on the transfer of any property or assets;
(21) customary restrictions pursuant to the terms of a Permitted Receivables Financing; and
(22) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (21), or in this clause (22); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances under or restrictions imposed pursuant to the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented.
(c) Nothing contained in connection with this Section 4.08 shall prevent the Existing Credit FacilityParent (from the Guarantee Effective Date), the Company or any Restricted Subsidiary from (i) Permitted Lienscreating, (j) customary provisions in joint venture agreements and other similar agreements relating incurring, assuming or suffering to the distribution of revenues from such joint venture or other business ventureexist any Liens otherwise permitted pursuant to Section 4.12 hereof, or (kii) restricting the sale or other disposition of property or assets of the Parent (from the Guarantee Effective Date), the Company or any agreement relating of its Restricted Subsidiaries that secure Indebtedness of the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries incurred in accordance with this Indenture.
(d) For purposes of determining compliance with this Section 4.08, (1) the priority of any preferred stock in receiving dividends prior to distributions being paid on common equity shall not be deemed a sale and leaseback transaction or capital lease, but only restriction on the property subject ability to such transaction make distributions on Equity Interests and (2) the subordination of loans or lease and only advances made to the extent that Parent, the Company or a Restricted Subsidiary to other Indebtedness incurred by the Parent, the Company or any such restrictions Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseadvances.
Appears in 1 contract
Samples: Indenture (Firstcash, Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; 46 Fourteenth Supplemental Indenture
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of the date of this Indentureon March 13, 2007 and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of March 13, 2007;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation, order, approval, permit or similar restriction;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(vi) any agreement for the sale or other disposition of assets, (f) purchase money obligations including without limitation an agreement for property acquired in the ordinary course of business that impose restrictions sale or other disposition of the nature described in clause Capital Stock or assets of a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(iii) above on the property so acquired, (gvii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(viii) Liens permitted to be incurred under the provisions of Section 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreementdistributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, instrument or document 2007 in accordance with Section 10.11; provided that the provisions relating to Senior Debt hereafter such encumbrance or restriction contained in effectsuch Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, provided that such as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(xiv) with respect only to encumbrances or restrictions are customary of the type referred to in connection with such documents and that the terms and conditions clause (iii) of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Section 10.10(a):
(i) Permitted Liens, (jA) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the distribution assets, property or Capital Stock that are the subject of revenues from such joint venture agreements; and
(C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or other business venture, similar instruments to the extent such encumbrance or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Company, or, from and after the Guarantee Effective Date, the Parent will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Parent (from the Guarantee Effective Date), the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as any agreement in effect as of existence on the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein, taken as a whole, are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(c4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(d5) any instrument or agreement governing Indebtedness or Capital Stock of a Person acquired by or merged or consolidated with or into the Parent (from the Guarantee Effective Date), the Company or any of its Restricted Subsidiaries Subsidiaries, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary or that is assumed in connection with or in contemplation of such acquisition of assets from such Person, in each case as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)transaction, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or merged; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred; provided further that for purposes of this clause (5), if a Person other than the Company or the Parent (efrom the Guarantee Effective Date) is the successor issuer with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by reason of the Parent (from the Guarantee Effective Date), the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such successor issuer;
(6) customary non-assignment and similar provisions in leases contracts, leases, sub-leases, licenses and sub-licenses and provisions restricting sub-letting or sub-licensing in contracts, leases, sub-leases, licenses and sub-licenses entered into in the ordinary course of business;
(7) mortgage financings, (f) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on the of Section 4.08(a) hereof;
(8) with respect to a Restricted Subsidiary (or any of its property so acquiredor assets), (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with pursuant to an agreement entered into for the Existing Credit Facility, direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property or assets that are subject to such transaction restriction) pending the closing of such sale or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.disposition;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Until such time as the Company meets the Rating Condition, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(a) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b) this Indenture Indenture, the Notes, the Subsidiary Guarantees and the Securities, Convertible Senior Notes;
(c) applicable law, ;
(d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iiic) above on of the property so acquired, preceding paragraph;
(g) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(h) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, ;
(i) Permitted Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, ;
(j) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or business; or
(k) any agreement relating to a sale and leaseback transaction restrictions on cash or capital lease, but only on other deposits or net worth imposed by customers under contracts entered into in the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseordinary course of business.
Appears in 1 contract
Samples: Indenture (GPPD Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Seven Seas will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xi) (a) pay dividends or make any other distributions to the Company Seven Seas or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yb) pay any Indebtedness indebtedness owed to the Company Seven Seas or any of its Restricted Subsidiaries of the CompanySubsidiaries, (ii) make loans or advances to the Company Seven Seas or any of its Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company Seven Seas or any of its Restricted Subsidiaries of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect on the Existing date of this Indenture, (b) the Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect on the date of this Indenture, (b) this Indenture and the Securities, (c) applicable law, (d) this Indenture and the Notes, (e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Seven Seas or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Acquired Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, provided that the Consolidated Cashflow of such Indebtedness or Capital Stock Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of businessIndenture, (f) purchase money obligations any encumbrance or restricted on assets subject to Capital Lease Obligations or Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained by reason of customary non-assignment provisions in leases and licenses entered into in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinancedordinary course of business and consistent with past practices, or (h) any other security agreement, instrument or document agreements relating to Senior Debt hereafter in effectthe financing of the acquisition of real or tangible personal property acquired after the date of this Indenture; provided, provided that such encumbrances encumbrance or restrictions are customary restriction relates only to the property which is acquired and in connection with the case of any encumbrance or restriction that constitutes a Lien, such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit FacilityLien constitutes a Purchase Money Lien, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.Refinancing Indebtedness,
Appears in 1 contract
Samples: Indenture (Seven Seas Petroleum Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions restrictions:
(1) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of Issue Date;
(2) set forth in this Indenture, (b) this Indenture the Notes and the SecuritiesNote Guarantees;
(3) existing under, (c) by reason of or with respect to applicable law, rule, order or regulation;
(d4) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or Capital Stock was permitted by refinancings are no more restrictive, taken as a whole, than those in effect on the terms date of the acquisition;
(5) in the case of clause (3) of paragraph (a) of this Section 4.13:
(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture or
(C) arising or agreed to be incurredin the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;
(e6) existing under, by reason of customary non-assignment provisions or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions, loans or advances by that Restricted Subsidiary or transfers of such Capital Stock, property or assets pending such sale or other disposition;
(7) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in leases each case, under contracts entered into in the ordinary course of business, ;
(f) purchase money obligations for property acquired 8) existing under customary provisions in joint venture and similar agreements entered into in the ordinary course of business that impose restrictions of the nature described business; and
(9) existing under Credit Facilities entered into by Restricted Subsidiaries (other than Domestic Subsidiaries) in clause (iii) above on the property so acquiredaccordance with Section 4.09 hereof; provided, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or and restrictions are customary in connection with such documents for the relevant financing and that shall not affect the terms Company’s ability to make interest and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only principal payments on the property subject to such transaction or lease and only to notes as determined in good faith by the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseBoard of Directors of the Company.
Appears in 1 contract
Samples: Indenture (Stratos Funding, LP)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness Person, or Capital Stock the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of clause (3) of the first paragraph of this Section 4.13:
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the terms Indenture, or
(c) arising or agreed to in the ordinary course of this Indenture business, not relating to be incurredany Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(e6) by reason of customary non-assignment provisions in leases partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions restrict the transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;
(7) any agreement for the sale or other disposition of all or substantially all of the nature described in clause Capital Stock of, or property and assets of, a Restricted Subsidiary;
(iii) above on the property so acquired, (g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h9) any other security agreement, instrument or document relating to Senior Debt hereafter contained in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances any Indebtedness or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating pursuant to which such Indebtedness was issued if:
(a) the encumbrance or restriction applies only in the event of a sale and leaseback transaction payment default or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary a default with respect to a sale and leaseback transaction financial covenant contained in such Indebtedness or capital leaseagreement,
(b) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith), and
(c) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. 47 Sixteenth Supplemental Indenture
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation, order, approval, permit or similar restriction;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(vi) any agreement for the sale or other disposition of assets, (f) purchase money obligations including without limitation an agreement for property acquired in the ordinary course of business that impose restrictions sale or other disposition of the nature described in clause Capital Stock or assets of a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(iii) above on the property so acquired, (gvii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(viii) Liens permitted to be incurred under the provisions of Section 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreementdistributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, instrument or document 2007 in accordance with Section 10.11; provided that the provisions relating to Senior Debt hereafter such 48 Sixteenth Supplemental Indenture encumbrance or restriction contained in effectsuch Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, provided that such as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(xiv) with respect only to encumbrances or restrictions are customary of the type referred to in connection with such documents and that the terms and conditions clause (iii) of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Section 10.10(a):
(i) Permitted Liens, (jA) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the distribution assets, property or Capital Stock that are the subject of revenues from such joint venture agreements; and
(C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or other business venture, similar instruments to the extent such encumbrance or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: Sixteenth Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation, order, approval, permit or similar restriction;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(vi) any agreement for the sale or other disposition of assets, (f) purchase money obligations including without limitation an agreement for property acquired in the ordinary course of business that impose restrictions sale or other disposition of the nature described in clause Capital Stock or assets of a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(iii) above on the property so acquired, (gvii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(viii) Liens permitted to be incurred under the provisions of Section 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreement, instrument distributions on its Capital Stock (other than requirements to pay dividends or document liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 10.11; provided that the provisions relating to Senior Debt hereafter such encumbrance or restriction contained in effectsuch Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, provided that such as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on the Issue Date;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(xiv) with respect only to encumbrances or restrictions are customary of the type referred to in connection with such documents and that the terms and conditions clause (iii) of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Section 10.10(a):
(i) Permitted Liens, (jA) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the distribution assets, property or Capital Stock that are the subject of revenues from such joint venture agreements; and
(C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or other business venture, similar instruments to the extent such encumbrance or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: First Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock to Company or (2) with respect to any other interest or participation inRestricted Subsidiary, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of Subsidiary.
(b) However, the Company, except for such preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Senior Credit Agreement, any Existing Credit Facility as Indebtedness, Capital Stock or any other agreements or instruments, in each case in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increasesextensions, supplements, increases, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, restatements, modifications, restatements, renewals, increasesextensions, supplements, increases, refundings, replacementsreplacements or refinancings are, refinancings or other Credit Facilities are no in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, not materially more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility applicable agreements or instruments as in effect on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, rule, regulation, order, approval, permit or similar restriction;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in contracts, leases, licenses and sublicenses (including, without limitation, licenses of intellectual property) and provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases entered into governing leasehold interests or Farm-In Agreements or Farm-Out Agreements) relating to leasehold interests in the ordinary course of business, (foil and gas properties) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause Company or any Restricted Subsidiary;
(iii6) above on any agreement for the property so acquiredsale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(g7) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(8) Liens permitted to be incurred under the provisions of Section 3.6 that limit the right of the debtor to dispose of the assets subject to such Liens and the security documents relating thereto;
(9) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant Section 3.2 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreement, instrument distributions on its Capital Stock (other than requirements to pay dividends or document liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(10) other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.2 provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Debt hereafter Credit Agreement or any other agreement described in effectSection 3.4(b)(1) as in effect on the Issue Date;
(11) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such encumbrances Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (b) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good-faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;
(12) Hedging Obligations permitted from time to time under this Indenture;
(13) restrictions on cash or other deposits or net worth or similar requirements imposed by customers, suppliers and landlords or surety, insurance or bonding companies;
(14) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary course of the oil and gas business of the types described in the definition of Permitted Business Investments;
(15) provisions limiting the disposition or distribution of assets or property in, or transfer of assets (including Capital Stock) in, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, operating agreements, development agreements, area of mutual interest agreements and other agreements that are customary in connection with such documents the oil and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements gas business and other similar agreements relating to entered into (i) in the distribution ordinary course of revenues from such joint venture or other business venturebusiness, or (kii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements;
(16) any agreement relating or other instrument of a Unrestricted Subsidiary that is designated a Restricted Subsidiary, in each case that is in existence at the time of such designation (but not created in contemplation of or in connection thereof); and
(17) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to a sale and leaseback transaction the extent such encumbrance or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: Indenture (Triangle Petroleum Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company’s Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, ’s Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company or Company’s Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the Company, except for such ’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness and the Existing Bank Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect such agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes and the Securities, related Subsidiary Guarantees or any Notes or Subsidiary Guarantees issued in exchange therefor pursuant to the Registration Rights Agreement;
(c3) applicable law, rule, regulation or administrative or court order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred or Capital Stock was 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases leases, licenses, contracts and other agreements entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii3) above on of the property so acquired, preceding paragraph;
(g7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending the closing of such sale or other disposition;
(8) agreements governing Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h9) any other security agreementagreement creating a Lien securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12, instrument to the extent limiting the right of the Company or document relating any of its Restricted Subsidiaries to Senior Debt hereafter in effect, provided that dispose of the assets subject to such encumbrances Lien;
(10) provisions with respect to the disposition or restrictions are customary in connection with such documents and that the terms and conditions distribution of such encumbrances assets or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11) customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) in the case of the provision described in Section 4.08(a)(3): (a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (b) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the distribution aggregate, detract from the value of revenues from such joint venture property or other business venture, assets of the Company or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only Restricted Subsidiary thereof in any manner material to the extent that such restrictions Company or encumbrances are customary any Restricted Subsidiary thereof;
(14) existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;
(15) existing under, by reason of or with respect to Indebtedness of the Company or a sale Restricted Subsidiary not prohibited to be incurred under this Indenture; provided that (a) such encumbrances or restrictions are customary for the type of Indebtedness being incurred and leaseback transaction the jurisdiction of the obligor and (b) such encumbrances or capital leaserestrictions will not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Notes, as determined in good faith by the Company;
(16) agreements governing Indebtedness incurred in compliance with Section 4.09(b)(4), provided that such encumbrances or restrictions apply only to assets financed with the proceeds of such Indebtedness; and
(17) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Post Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions restrictions:
(i) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are, refinancings or other Credit Facilities are in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of Issue Date;
(ii) set forth in this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(iii) existing under, (c) by reason of or with respect to applicable law, rule regulation or order;
(div) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted by refinancings are no more restrictive, taken as a whole, than those in effect on the terms date of this Indenture to be incurred, the acquisition;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course case of businessSection 4.08(a)(iii):
(1) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(f2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture,
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, or
(g4) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(viii) existing under, by reason of or with respect to Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) existing under, by reason of or with respect to provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements, limited liability company agreements and other similar agreements and which the Company’s Board of Directors determines shall not adversely affect the Issuers’ ability to make payments of principal or interest payments on the Notes; and
(hx) existing under, by reason of or with respect to Indebtedness of any other security agreement, instrument or document relating to Senior Debt hereafter in effect, Guarantor; provided that the Company’s Board of Directors determines in good faith at the time such encumbrances or restrictions are customary in connection with such documents and created that they do not adversely affect the terms and conditions Issuers’ ability to make payments of such encumbrances principal or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseNotes.
Appears in 1 contract
Samples: Indenture (Windstream Services, LLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The foregoing Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Facility, the Corporate Revolver and other agreements governing existing Debt and Credit Facility Facilities, in each case as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings of existing Debt are not, refinancings or other Credit Facilities are no in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(3) agreements governing Debt permitted to be Incurred pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided (cA) that the encumbrances and restrictions are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in the good faith judgment of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Debt;
(4) applicable law, rule, regulation or order;
(d5) any instrument or agreement governing Indebtedness Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness Debt or Capital Stock was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that; provided that in the case of Debt, such Indebtedness or Capital Stock Debt was permitted by the terms of this Indenture to be incurred, Incurred;
(e6) by reason of customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) in the case of Section 4.12(a)(3), any encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) contained in mortgages, pledges or other security agreements permitted under an indenture securing Debt of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture;
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or
(E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(8) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business, which provisions apply only to the assets that are the subject of such agreements;
(f9) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause Section 4.12(a)(3);
(iii10) above on any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g11) Permitted Refinancing Debt, PROVIDED ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Debt being refinanced, or ;
(h12) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, be incurred pursuant to Section 4.10;
(i13) Permitted Liens, Project Finance Debt; and
(j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k14) any agreement relating to or instrument governing a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasePermitted Investment.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, regulation, rule or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases leases, licenses or contracts entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii3) above on of Section 4.08(a);
(7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(h10) any other security agreement, instrument Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions with respect to the disposition or document relating to Senior Debt hereafter in effect, provided that such encumbrances distribution of assets or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating entered into in the ordinary course of business; and
(12) agreements governing Indebtedness of a Development Subsidiary that was permitted by Section 4.09(a) hereof, which encumbrance or restriction is not applicable to the distribution of revenues from such joint venture or other business ventureany Person, or (k) the properties or assets of any agreement relating to a sale and leaseback transaction or capital leasePerson, but only on the property subject to other than such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseDevelopment Subsidiary.
Appears in 1 contract
Samples: Indenture (Newmarket Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of the Issuer's Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) agreements governing Existing Indebtedness and the Existing Credit Facility Agreement, in each case as in effect as of on the date of this Indenture, Closing Date; and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Closing Date;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Exchange Notes;
(ciii) applicable law, ;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any other Person, or the properties or assets of any other Person; provided that, other than in the Person and its Subsidiaries, or the property or assets case of the Person and its Subsidiaries, so acquired, PROVIDED thatIndebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii3) above on of the property so acquired, preceding paragraph;
(gvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) Liens otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the Issuer to dispose of the assets subject to such Liens;
(x) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business;
(xi) restrictions on cash or other business venture, deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(kxii) any agreement relating to governing Indebtedness of Foreign Subsidiaries permitted under Section 4.09 hereof; and
(xiii) any agreement governing Indebtedness incurred after the Closing Date permitted under Section 4.09 hereof; provided that the restrictions contained therein are, in the good faith judgment of the Board of Directors, not materially less favorable, taken as a sale and leaseback transaction or capital leasewhole, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseHolders than those contained in agreements governing Existing Indebtedness.
Appears in 1 contract
Samples: Indenture (International Specialty Products Inc /New/)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees;
(c3) applicable law, law or rules and regulations promulgated thereunder;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases leases, licenses and other similar agreements entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii3) above on of Section 4.08(a);
(7) any agreement for the property so acquired, sale or other disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating entered into in the ordinary course of business;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(13) Indebtedness incurred after the date of this Indenture in accordance with the terms of this Indenture; provided that the restrictions contained in the agreements governing the new Indebtedness are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable, taken as a whole, to the distribution Holders of revenues from such joint venture the Notes than those contained in the agreements governing Indebtedness that were in effect on the date of this Indenture;
(14) Indebtedness or other business venture, or (k) any agreement relating to contractual requirements of a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; and
(15) any encumbrances or encumbrances are customary with respect restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable, taken as a sale and leaseback transaction whole, to the Holders of Notes than those contained in the applicable contracts, instruments or capital leaseobligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Synagro Technologies Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) (i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of of:
(a1) contractual encumbrances or restrictions in effect on the Existing Issue Date, including pursuant to the ABL Credit Facility as in effect as of the date of this Indentureand Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of this Indenture, Issue Date;
(b2) (A) this Indenture or the indenture governing the Senior Subordinated Notes, (B) the Notes (and any Exchange Notes related thereto) or the Senior Subordinated Notes, (C) Guarantees of the Notes or the Senior Subordinated Notes and (D) the ABL Debt Documents and the Securities, Secured Debt Documents;
(c3) applicable lawlaw or any applicable rule, regulation or order;
(d4) any agreement or other instrument governing relating to Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness ;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock was or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) Secured Debt otherwise permitted by the terms of this Indenture to be incurred, Incurred pursuant to Section 4.03 and Section 4.13 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(e7) restrictions on cash or other deposits or net worth imposed by reason of customary non-assignment provisions in leases customers under contracts entered into in the ordinary course of business;
(8) customary provisions with respect to dispositions or distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(f9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described discussed in clause (iiic) above on the property so acquired;
(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (gc) Permitted above on the property subject to such lease;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is a Guarantor that is Incurred subsequent to the Issue Date pursuant to the covenant described under Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to clause (xiv) or (xviii) of Section 4.03(b);
(12) Refinancing DebtIndebtedness permitted under the terms of this Indenture; provided, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h13) any other security agreementencumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, instrument however, that such restrictions apply only to such Receivables Subsidiary; and
(14) any encumbrances or document relating restrictions of the type referred to Senior Debt hereafter in effectclauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such encumbrances extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions are customary refinancings are, in connection with such documents and that the terms and conditions good faith judgment of such encumbrances or restrictions are the Company, no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale such dividend and leaseback transaction other payment restrictions than those contained in the dividend or capital leaseother payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Acco Brands Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions set forth in Section 1010(a) shall not apply to encumbrances or restrictions restrictions:
(1) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided, that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of this Indenture;
(2) set forth in this Indenture, (b) this Indenture the Securities and the SecuritiesNote Guarantees;
(3) existing under, (c) by reason of or with respect to applicable law, rule, regulation or order;
(d4) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided, that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or Capital Stock was permitted refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of Section 1010(a)(3):
(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the terms Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture, or
(C) arising or agreed to in the ordinary course of this Indenture business, not relating to be incurredany Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary thereof;
(e6) existing under, by reason of customary non-assignment provisions or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business; and
(8) existing under, (f) purchase money obligations for property acquired in the ordinary course by reason of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale customary supermajority voting provisions and leaseback transaction customary provisions with respect to the disposition or capital leasedistribution of assets or property, in each case contained in joint venture, partnership, or limited liability company agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries, (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries, or (d) guarantee any Indebtedness of the CompanyCompany or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility Indebtedness as in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the such Existing Credit Facility Indebtedness, as in effect on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Note Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases or contracts or real property mortgages or related documents entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business obligations, Capital Lease Obligations or mortgage financings that impose restrictions on the property so acquired of the nature described in clause (iiic) above on of the property so acquiredpreceding paragraph, or Pari Passu Indebtedness incurred pursuant to clause (g1)(a) of the second paragraph of the covenant described under Section 4.09 hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business; and
(11) restrictions on cash or other business venture, deposits or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on net worth imposed by customers under contracts entered into in the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseordinary course of business.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 6.1 The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
6.2 The restrictions in Clause 6.1 above will not apply to encumbrances or restrictions existing under or by reason of of:
(a) the agreements governing Existing Credit Facility Indebtedness and any agreement as in effect as of at or entered into on the date of this Indenture, Closing Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, Closing Date;
(b) this Indenture the Existing Facility, the Notes, the Note Guarantee, the BAML Facility, the Intercreditor Agreement and the Securities, Transaction Security Documents;
(c) agreements governing other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Finance Documents;
(d) applicable law, rule, regulation or order;
(de) any agreement or instrument governing Indebtedness of or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness agreement or instrument was entered into or incurred in connection with or in contemplation of such acquisition)) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (i) no more restrictive or (ii) not materially less favorable as determined in good faith by the Company, than the dividend and other payment restrictions contained in such instrument at the time 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture Agreement to be incurred, ;
(ef) by reason of customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(fg) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause paragraph (iiic) above of Clause 5 (Limitation on Sale and Leaseback Transactions);
(h) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property so acquired, and assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(gi) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, ;
(j) customary Liens permitted to be incurred under Clause 4 (Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(k) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to (including agreements entered into in connection with a Restricted Investment) entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(l) restrictions on cash or encumbrances are customary with respect other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(m) Hedging Obligations entered into from time to a sale time;
(n) any mortgage financing or mortgage refinancing that imposes restrictions on the real property (including any heritage building rights) securing such Indebtedness; and
(o) agreements governing Indebtedness incurred pursuant to paragraphs (e) and leaseback transaction or capital lease.(o) of Clause 3.2 (
Appears in 1 contract
Samples: Revolving Facility Agreement (Manchester United PLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Equity Interests to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries (provided that dividend or liquidation priority between classes of Equity Interests, or subordination of any obligation (including the Companyapplication of any remedy bars thereto) to any other obligation, except for will not be deemed to constitute such an encumbrance or restriction).
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Credit Facility Indebtedness as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture (as determined in good faith by the Company);
(2) this Indenture, the Notes, the Note Guarantees, the Secured Debt Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any of the foregoing;
(b3) (A) agreements governing other Indebtedness permitted to be incurred under Section 4.09(b)(15) hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the case of this Indenture sub-clause (A), the restrictions therein would not (i) impair, in the Issuer’s good faith reasonable judgment, the ability of the Issuer and the SecuritiesGuarantors to satisfy the Obligations under the Notes, or (cii) otherwise prohibit the Subsidiaries from paying dividends or making distributions, loans or advances at any time in an amount, together with other amounts available, sufficient to make payments on the Notes due at such time, and (B) agreements governing other Indebtedness permitted to be incurred under Section 4.09(b) other than clause (15) thereof, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the case of this sub-clause (B), the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees (as determined in good faith by the Company);
(4) applicable law, rule, regulation or order;
(d5) any instrument agreement governing or relating to Indebtedness or Capital Stock Equity Interests of a Person Persons acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any PersonPersons, or the properties or assets of any PersonPersons, other than the Person and its SubsidiariesPersons, or the property or assets of the Person and its SubsidiariesPersons, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of such acquisition (eas determined in good faith by the Company);
(6) by reason of customary non-assignment provisions in leases contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business, ;
(f7) mortgage financings and purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property mortgaged, purchased or leased of the nature described in clause (iii3) above on of the property so acquired, preceding paragraph;
(g8) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, refinanced (as determined in good faith by the Company);
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture(including agreements entered into in connection with a Restricted Investment), or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by the Company or any Restricted Subsidiary;
(13) encumbrances are customary and restrictions contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a sale financial covenant contained in such Indebtedness or agreement and leaseback transaction such encumbrance or capital leaserestriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes; and
(14) restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company or the Company to:
(i)(xa) (i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of the Company, such Restricted Subsidiary;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of the Company or such Restricted Subsidiary; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of the Companysuch Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of:
(ai) Existing Indebtedness and any agreement as in effect on the Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the agreements as in effect on the Closing Date;
(ii) the Existing New Credit Facility as in effect as of the date of this IndentureClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or such other Credit Facilities Facility are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing New Credit Facility as in effect on the date of this Indenture, Closing Date;
(biii) this Indenture and the Securities, Notes;
(c) applicable law, (div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred or Capital Stock 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, that such Indebtedness or Capital Stock was permitted by the terms of this the Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, ;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired;
(vii) Indebtedness of Guarantors, PROVIDED that such Indebtedness was permitted to be incurred pursuant to the Indenture;
(gviii) Permitted Refinancing DebtIndebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(hix) restrictions imposed on the obligor of any Permitted Vehicle Indebtedness;
(x) restrictions on any Specified Financing Subsidiary pursuant to the terms of the Customer Lease Financing Loans under which it is obligated;
(xi) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale and leaseback transaction or capital lease.disposition of all or substantially all the Capital
Appears in 1 contract
Samples: Indenture (Anc Rental Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make any loans or advances to the Company or any other Restricted Subsidiaries Subsidiary of the Company or Company; or
(iiic) transfer any of its properties or assets to the Company or any other Restricted Subsidiaries Subsidiary of the Company. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the Existing Credit Facility agreements as in effect as of on the date hereof or subsequent agreements relating to the Company’s Indebtedness or Indebtedness of this Indenture, any Subsidiary Guarantor and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, ;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iiic) above on of this Section 4.13;
(vii) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(gviii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and
(x) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasebusiness.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) Notwithstanding the Companyforegoing, except for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities (provided that, with respect to Credit Facilities, such encumbrances and restrictions are not materially more restrictive, taken as a whole, than customary provisions in effect as of the date of this Indenture, comparable financings) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities of such instrument are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect such agreement on the date of Issue Date or in such Credit Facilities;
(2) this Indenture, the Notes and any Subsidiary Guarantee or any other instrument governing debt securities of the Company incurred in compliance with Section 4.09 hereof that are no more restrictive, taken as a whole, than those contained in this Indenture, the Notes and any Subsidiary Guarantee;
(b) this Indenture and the Securities, (c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred or such Capital Stock was 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, ;
(f6) purchase money obligations and Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause Section 4.08(a)(3) hereof;
(iii7) above on any agreement for the property so acquired, sale or other disposition of Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(11) restrictions contained in agreements between Grant and the Company or a Restricted Subsidiary with respect to the High Level Project, as extended, amended, restated, modified or (h) any other security agreement, instrument or document relating replaced from time to Senior Debt hereafter in effect, provided time on terms that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive restrictive, taken as a whole, than those encumbrances or restrictions imposed contained in connection with such agreements as of the Existing Credit Facility, Issue Date; and
(i12) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction the disposition or capital leasedistribution of assets or property in Permitted Joint Venture agreements.
Appears in 1 contract
Samples: Indenture (Ainsworth Lumber Co LTD)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation inSubsidiaries, or measured by, its profits, or (y) pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof of those agreements or any other Credit Facility, PROVIDED the Indebtedness to which they relate; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are, refinancings or other Credit Facilities are no in the reasonable good faith judgment of an officer of the Company, not materially more restrictive restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(2) this Indenture, the Notes (b) this Indenture and any Additional Notes), the Subsidiary Guarantees, the Collateral Trust and Intercreditor Agreement and the Securities, other Security Documents;
(c3) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(d4) any instrument governing Indebtedness or Capital Stock or any other agreement of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness or Capital Stock was incurred or such agreement entered into 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was otherwise permitted by the terms of this Indenture to be incurredincurred hereunder;
(5) Capital Lease Obligations, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of businessoperating leases, (f) mortgage financings or purchase money obligations obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause Section 4.08(a)(3) hereof;
(iii6) above on any agreement for the sale or other disposition of some or all of the Capital Stock of, or any property so acquiredand assets of, a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g7) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(9) provisions with respect to the disposition or distribution of assets or property in exchange agreements, trading agreements, netting agreements, consignment agreements, operating agreements, construction agreements, supply agreements, terminal, agreements, storage agreements, purchase sale agreements, Hedging Contracts, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) which limitation is applicable only to the assets that are the subject of such agreements;
(10) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(h11) any other security agreementagreement governing Indebtedness of the Company or any Restricted Subsidiary that is permitted to be incurred under Section 4.09 hereof and any amendments, instrument restatements, modifications, renewals, supplements, refundings, replacements or document relating to Senior Debt hereafter in effect, refinancings of those agreements; provided that either (a) such encumbrances or restrictions are customary not materially more restrictive, taken as a whole, than those contained in connection this Indenture (with such documents and that respect to other indentures) or the terms and conditions of ABL Facility (with respect to other credit facilities) or (b) such encumbrances or restrictions are no more restrictive than those encumbrances ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and will not affect in any material respect the Company’s or any Guarantor’s ability to repay the Notes, in each case as determined in the reasonable good faith judgment of an officer of the Company;
(12) consisting of customary restrictions imposed in connection with the Existing Credit Facility, pursuant to any Permitted Receivables Financing;
(i13) Permitted Liens, any Intermediation Agreement;
(j14) customary provisions contained in joint venture agreements leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries in which the Company or its Restricted Subsidiaries engage from time to time;
(15) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis;
(16) customary provisions contained in leases or other agreements governing any Hawaii Retail Property Sale and Leaseback Transaction, including lease obligations, Indebtedness obligations and Liens incurred in connection therewith, and any amendments, renewals, extensions, refundings, restructurings, replacements or refinancings of such obligations, Indebtedness and Liens, in whole or in part (and whether with the original counterparties to such Hawaii Retail Property Sale and Leaseback Transaction or one or more replacement or additional counterparties); and
(17) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the distribution aggregate, detract from the value of revenues from such joint venture property or other business ventureassets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof. For purposes of determining compliance with this Section 4.08, (1) the priority of any preferred stock in receiving dividends or (k) any agreement relating liquidating distributions prior to distributions being paid on common stock shall not be deemed a sale and leaseback transaction or capital lease, but only restriction on the property subject ability to such transaction make distributions on Capital Stock and (2) the subordination of loans or lease and only advances made to the extent that Company or a Restricted Subsidiary of the Company to other Indebtedness incurred by the Company or any such restrictions Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseadvances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any Restricted Subsidiaries of the Company, ;
(ii2) make loans or advances to the Company Company; or
(3) sell, lease or any Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the Company, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness (including the Existing Secured Notes and the related indenture) and Credit Facility Facilities or Receivables Facilities, in each case, as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not, refinancings or other Credit Facilities are no in the good faith judgment of the Board of Directors of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees, and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;
(c3) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(d4) (a) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurredincurred and (b) any amendment, modification, replacement or refinancing thereof; provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (1), (e2) by reason or (3) of Section 4.08(a) hereof than on such encumbrances or restrictions prior to such amendment, modification, replacement or refinancing;
(5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(7) any agreement for the property so acquired, sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged;
(h9) any Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) Indebtedness or other security agreement, instrument or document relating to Senior Debt hereafter contractual requirements of a Receivables Entity in effect, connection with a Qualified Receivables Transaction; provided that such encumbrances restrictions apply only to such Receivables Entity;
(11) provisions in agreements or restrictions are customary in connection instruments that prohibit the payment of dividends or the making of other distributions with such documents and that respect to the terms and conditions Capital Stock of such encumbrances a Person other than on a pro rata basis;
(12) provisions limiting the disposition or restrictions are no more restrictive than those encumbrances distribution of assets or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(14) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; provided that such restrictions or encumbrances are customary restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) of this Section 4.08(b);
(15) encumbrances on property that exist at the time such property was acquired by the Company or any Restricted Subsidiary;
(16) restrictions applicable to Foreign Subsidiaries of the Company or of any Guarantor, arising under the documentation governing Indebtedness of Foreign Subsidiaries incurred pursuant to clause (20) or (21) of the definition of “Permitted Debt;” and
(17) contractual encumbrances or restrictions in effect on the date of this Indenture, and any amendments, restatements, modifications, supplements, renewals, extensions, refundings, replacements, or refinancings of those agreements; provided that the amendments, restatements, modifications, supplements, renewals, extensions, refundings, replacements, or refinancings are not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a sale and leaseback transaction whole, with respect to consensual encumbrances or capital leaserestrictions set forth in clauses (1), (2) or (3) of Section 4.08(a) hereof than those contained in those agreements on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (AbitibiBowater Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as in effect as of agreements governing Indebtedness outstanding on the date of this Indenture, Indenture and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees and the Exchange Notes and the related Guarantees to be issued pursuant to the Registration Rights Agreement;
(c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such instrument; provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurredincurred and in the case of amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings, such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions, than those contained in those agreements on the date of this Indenture;
(e5) by reason of customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending the sale or other disposition of such assets or Restricted Subsidiary;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(11) agreements governing Indebtedness of any Foreign Subsidiary incurred in compliance with this Indenture;
(12) restrictions on cash or other deposits or net worth imposed by leases or contracts with customers, in each case, entered into in the ordinary course of business;
(13) any encumbrance or restriction pursuant to an agreement in effect on the date of this Indenture, as such encumbrance or restriction is in effect on such date, and any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreement; provided that such restrictions amendments, restatements, modifications, renewals, supplements, refundings, replacements or encumbrances refinancings are customary not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(14) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; and
(15) any instrument governing Indebtedness permitted to be incurred under this Indenture so long as the encumbrances and restrictions imposed pursuant to such instruments are no more restrictive, taken as a sale whole, than those encumbrances and leaseback transaction or capital leaserestrictions contained in the Credit Facilities on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (Park Ohio Holdings Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction re- striction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock to the Compa- ny or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions re- strictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplace- ments or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees, the Collateral Documents and the Intercreditor Agreements;
(c3) agreements governing other Indebtedness or Equity Interests permitted to be in- curred under the provisions of Section 4.09 hereof and any amendments, restatements, modifica- tions, renewals, supplements, refundings, replacements or refinancings of those agreements; pro- vided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or customarily contained in an ABL credit facility or senior secured credit facility;
(4) applicable law, rule, regulation or order;
(d5) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred or such Equity Interests were issued in connection con- nection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable ap- plicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED ; provided that, in the case of Indebtedness, such Indebtedness or Capital Stock In- debtedness was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases leases, contracts and licenses entered into in- to in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business busi- ness and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) any agreement for the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture sale or other business venture, disposition of a Restricted Subsidiary that re- stricts distributions by that Restricted Subsidiary pending its sale or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.other disposition;
Appears in 1 contract
Samples: Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to Subsidiaries to:
(i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness and Credit Facilities (including the Existing Credit Facility Agreement) as in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive (as determined in good faith by the Board of Directors or senior management of the Company), taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, Issue Date;
(b2) this Indenture and the Securities, Notes;
(c3) applicable law, rule, regulation or order of, or arrangement with, any regulatory body or agency;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
(5) restrictions on cash or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to contracts entered into in the ordinary course of business of the Company and its Restricted Subsidiaries;
(e6) by reason of customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, business and consistent with industry practices;
(f7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iiic) above on of the property so acquired, preceding paragraph of this Section 4.13;
(g8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;
(9) Permitted Refinancing DebtIndebtedness; provided, PROVIDED however, that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, refinanced (as determined in good faith by the Board of Directors or senior management of the Company);
(h10) any other security agreement, instrument Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and
(11) provisions with respect to the disposition or document relating to Senior Debt hereafter in effect, provided that such encumbrances distribution of assets or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business, which encumbrance or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and restriction is applicable only to the extent assets or property that are the subject of such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseagreements.
Appears in 1 contract
Samples: Indenture (Centene Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Corporation will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock to the Corporation or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Corporation;
(ii2) make loans or advances to the Company Corporation; or
(3) sell, lease or any Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of Corporation. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the instruments, indentures, agreements or other documents governing Existing Indebtedness, Credit Facility Facilities or Receivables Facilities or other contractual encumbrances or restrictions, in each case, as in effect as of on the date of this the Indenture or incurred after the date of the Indenture as permitted under the Indenture, and any amendments, restatements, modifications, restatements, renewals, increasessupplements, supplementsextensions, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, extensions, refundings, replacementsreplacements or refinancings are not, refinancings or other Credit Facilities are no in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this the Indenture or those contained in those agreements after the date of the Indenture as permitted under the Indenture;
(2) the Indenture, (b) this Indenture the Notes, the Note Guarantees, the Senior Subordinated Exchangeable Debentures, the Senior Subordinated Exchangeable Debenture Guarantees and the Securities, Senior Subordinated Exchangeable Debenture Indenture;
(c3) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(da) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Corporation or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property properties or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this the Indenture to be incurred; and (b) any amendment, modification, replacement or refinancing thereof, provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (1), (e2) by reason or (3) of the preceding paragraph than on such encumbrances or restrictions prior to such amendment, modification, replacement or refinancing;
(5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of the property so acquiredpreceding paragraph;
(7) any restriction with respect to (a) a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary or (b) any asset of a Restricted Subsidiary pursuant to an agreement entered into for the sale or other disposition of such asset (including in connection with sale and leaseback transactions), in each case pending the closing of such sale or disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not, in the good faith judgment of the Board of Directors of the Corporation, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged;
(h9) any Indebtedness or other security agreement, instrument or document relating to Senior Debt hereafter contractual requirements of a Receivables Entity in effectconnection with a Qualified Receivables Transaction, provided that such encumbrances restrictions apply only to such Receivables Entity;
(10) provisions in agreements or restrictions are customary in connection instruments that prohibit the payment of dividends or the making of other distributions with such documents and that respect to the terms and conditions Capital Stock of such encumbrances a Person other than on a pro rata basis;
(11) provisions limiting the disposition or restrictions are no more restrictive than those encumbrances distribution of assets or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements relating entered into with the approval of the Board of Directors of the Corporation, which limitation is applicable only to the distribution assets that are the subject of revenues from such joint venture agreements;
(12) restrictions on cash or other business venturedeposits or net worth imposed in leases, in agreements with customers and under other contracts entered into in the ordinary course of business;
(13) restrictions in other Indebtedness incurred in compliance with the covenant described under "Description of the Senior Secured Notes — Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock", provided that such restrictions, taken as a whole, are, in the good faith judgment of the Board of Directors of the Corporation, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) above;
(14) encumbrances on property that exist at the time such property was acquired by the Corporation or any Restricted Subsidiary;
(k15) any agreement relating such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to a sale and leaseback transaction the extent such provisions restrict the transfer of the lease or capital leasethe property leased thereunder; and
(16) restrictions contained in agreements governing Permitted Liens of the Corporation or any of its Restricted Subsidiaries or in respect of licenses otherwise permitted to be incurred under this Indenture, but in each case to the extent such restrictions only on restrict the transfer of the property subject to such transaction agreement or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaselicense.
Appears in 1 contract
Samples: Support Agreement
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Issue Date (or otherwise required by such agreements in existence on the Issue Date) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Existing Credit Facility as Issue Date;
(2) this Indenture, the Notes and the Note Guarantees and any Exchange Notes and related Note Guarantees issued pursuant to the Registration Rights Agreement;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the date Issue Date, or (ii) are not materially more disadvantageous to Holders of this Indenture, the Notes than is customary in comparable financings (bas determined by the Company in good faith) this Indenture and in the Securities, case of (cii) either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a Default in respect of payment or a financial maintenance covenant relating to such Indebtedness;
(4) applicable law, rule, regulation or order;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness instrument was incurred entered into 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases contracts, leases, subleases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) contracts for the property so acquiredsale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending such sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant to the provisions of Section 4.12 hereof, in each case, that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary including agreements entered into in connection with such documents and a Restricted Investment), which limitation is applicable only to the assets or Persons that are the terms and conditions subject of such encumbrances agreements;
(12) restrictions on cash or restrictions are no more restrictive than those encumbrances other deposits or restrictions net worth imposed by customers under agreements entered into in connection with the Existing Credit Facility, ordinary course of business;
(i) Permitted Liens, (j13) customary provisions in joint venture agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or business;
(k14) any agreement relating Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;
(15) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(16) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;
(17) any encumbrances or restrictions of the type referred to a sale in Sections 4.08(a)(1), (2) and leaseback transaction (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or capital leaserefinancings of the contracts, but only on the property subject instruments or obligations referred to such transaction or lease and only to the extent in clauses (1) through (16) above; provided that such restrictions amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or encumbrances are customary refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to a sale such dividend and leaseback transaction other payment restrictions than those contained in the dividend or capital leaseother payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(18) agreements relating to HUD Financing and any amendments of those agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The foregoing Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Facility, the Corporate Revolver and the LC Facility and other agreements governing existing Debt and Credit Facility Facilities, in each case as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings of existing Debt are not, refinancings or other Credit Facilities are no in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(3) agreements governing Debt permitted to be Incurred pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided (cA) that the encumbrances and restrictions are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in the good faith judgment of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Debt;
(4) applicable law, rule, regulation or order;
(d5) any instrument or agreement governing Indebtedness Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness Debt or Capital Stock was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that; provided that in the case of Debt, such Indebtedness or Capital Stock Debt was permitted by the terms of this Indenture to be incurred, Incurred;
(e6) by reason of customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) in the case of Section 4.12(a)(3), any encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) contained in mortgages, pledges or other security agreements permitted under an indenture securing Debt of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture;
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or
(E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(8) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business, which provisions apply only to the assets that are the subject of such agreements;
(f9) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause Section 4.12(a)(3);
(iii10) above on any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g11) Permitted Refinancing Debt, PROVIDED ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Debt being refinanced, or ;
(h12) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, be incurred pursuant to Section 4.10;
(i13) Permitted Liens, Project Finance Debt; and
(j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k14) any agreement relating to or instrument governing a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasePermitted Investment.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Kosmos Energy Ltd.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiary, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries Subsidiary,
(b) The provisions of the Company, except for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(1) (a) the Existing Credit Facility any agreements as in effect as of on the date of this Indenture, Issue Date or (b) any other agreement or instrument with respect to the Company or any Restricted Subsidiary in effect or entered into on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements referred to in clauses (a) and (b) of this Section 4.08(b)(1); provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date Issue Date or the Issue Date, as applicable (as determined in good faith by the Company) or would not, in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Senior Secured Notes;
(2) this Indenture, (b) this Indenture the Senior Secured Notes, the Senior Secured Notes Guarantees, the Revolving Credit Facility, the Second Lien Notes Indenture, the Second Lien Notes, the Second Lien Notes Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement and the SecuritiesSecurity Documents;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders than is customary in comparable financings (cas determined in good faith by the Company);
(4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a);
(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property so acquired, and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined in good faith by the Company or would not in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Senior Secured Notes;
(10) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (hincluding agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(13) any other security agreementQualified Receivables Financing; and
(14) any encumbrance or restriction existing under any agreement that extends, instrument renews, refinances or document relating to Senior Debt hereafter in effect, provided that such replaces the agreements containing the encumbrances or restrictions are customary in connection with such documents and the foregoing clauses (1) through (13), or in this clause (14); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances under or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating pursuant to the distribution agreement so extended, renewed, refinanced or replaced or would not in the good faith determination of revenues from such joint venture or other business venturethe Company, or (k) any agreement relating materially impair the ability of the Issuer to a sale and leaseback transaction or capital lease, but only make payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSenior Secured Notes.
Appears in 1 contract
Samples: Senior Secured Notes Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as contractual encumbrances or restrictions in effect as of on the date of this Indenture, including pursuant to agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplementsextensions, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, increases, extensions, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(c4) applicable law, rule, regulation or order;
(d5) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred in connection with or created 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to (including agreements entered into in connection with a Restricted Investment) entered into in the distribution ordinary course of revenues from such joint venture or other business venturebusiness, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(13) Indebtedness, Disqualified Stock or preferred stock of Foreign Subsidiaries permitted to be incurred pursuant to the provisions of Section 4.09;
(14) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;
(15) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets; provided that such sale or transfer complies with the other provisions of this Indenture;
(16) Indebtedness or other contractual requirements or restrictions created in connection with any Qualified Securitization Facility that, in a good faith determination of the Company, are necessary or advisable to effect such Qualified Securitization Facility; provided that such restrictions apply only to such Securitization Subsidiary; and
(17) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 4.08(b); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are customary with respect not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, than the encumbrances or restrictions prior to a sale and leaseback transaction such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or capital leaserefinancing.
Appears in 1 contract
Samples: Indenture (Teleflex Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any Restricted Subsidiaries of the Company, ;
(ii2) make loans or advances to the Company Company; or
(3) sell, lease or any Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the Company, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness (including the Existing Senior Unsecured Notes and the Senior Unsecured Notes Indenture) and Credit Facility Facilities or Receivables Facilities, in each case, as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not, refinancings or other Credit Facilities are no in the good faith judgment of the Board of Directors of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees, and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;
(c3) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(d4) (a) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurredincurred and (b) any amendment, modification, replacement or refinancing thereof; provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (1), (e2) by reason or (3) of Section 4.08(a) hereof than on such encumbrances or restrictions prior to such amendment, modification, replacement or refinancing;
(5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(7) any agreement for the property so acquired, sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged;
(h9) any Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) Indebtedness or other security agreement, instrument or document relating to Senior Debt hereafter contractual requirements of a Receivables Entity in effect, connection with a Qualified Receivables Transaction; provided that such encumbrances restrictions apply only to such Receivables Entity;
(11) provisions in agreements or restrictions are customary in connection instruments that prohibit the payment of dividends or the making of other distributions with such documents and that respect to the terms and conditions Capital Stock of such encumbrances a Person other than on a pro rata basis;
(12) provisions limiting the disposition or restrictions are no more restrictive than those encumbrances distribution of assets or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(14) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; provided that such restrictions or encumbrances are customary restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) of this Section 4.08(b);
(15) encumbrances on property that exist at the time such property was acquired by the Company or any Restricted Subsidiary;
(16) restrictions applicable to Foreign Subsidiaries of the Company or of any Guarantor, arising under the documentation governing Indebtedness of Foreign Subsidiaries incurred pursuant to clause (20) or (21) of the definition of “Permitted Debt;” and
(17) contractual encumbrances or restrictions in effect on the date of this Indenture, and any amendments, restatements, modifications, supplements, renewals, extensions, refundings, replacements, or refinancings of those agreements; provided that the amendments, restatements, modifications, supplements, renewals, extensions, refundings, replacements, or refinancings are not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a sale and leaseback transaction whole, with respect to consensual encumbrances or capital leaserestrictions set forth in clauses (1), (2) or (3) of Section 4.08(a) hereof than those contained in those agreements on the date of this Indenture.
Appears in 1 contract
Samples: Indenture (AbitibiBowater Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and the Credit Facility as Facilities or any other agreements in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such the amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions of the kind contemplated in the immediately preceding paragraph, than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation or order;
(div) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
(v) in the case of Section 4.13(a)(iii):
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(eb) existing by reason virtue of customary non-assignment provisions in leases entered into any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture,
(c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary,
(fd) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (iii) above on the property so acquiredpurchased or leased, or
(ge) Liens, including real estate mortgages, permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(vi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;
(vii) any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary;
(viii) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other restrictions of the kind contemplated in the immediately preceding paragraph than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, franchise agreements and other similar agreements relating to agreements, in each case, entered into in the distribution ordinary course of revenues from such joint venture or other business venturebusiness, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements;
(x) restrictions on cash or encumbrances are customary other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(xi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if:
(a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a sale and leaseback transaction financial covenant contained in such Indebtedness or capital leaseagreement,
(b) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith) and
(c) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes.
Appears in 1 contract
Samples: Indenture (Gencorp Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock to the Issuer or (2) any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company Issuer or any Restricted Subsidiaries of the Company, Guarantor;
(ii) make loans or advances to the Company Issuer or any Restricted Subsidiaries of the Company or Subsidiary; or
(iii) sell, lease or transfer any of its properties or assets to the Company Issuer or any Restricted Subsidiaries Subsidiary; provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the Companysubordination of (including the application of any standstill period to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary, except for shall not be deemed to constitute such an encumbrance or restriction.
(b) The provisions of Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Indebtedness (including Existing Credit Facility Indebtedness), charter documents and shareholder agreement as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially less favorable to the holders of the Notes, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date (as determined in good faith by the Issuer);
(ii) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(iii) agreements governing other Indebtedness permitted to be incurred under Section 4.06 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the holders of the Notes than is customary in comparable financings (cas determined in good faith by the Issuer) and the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes;
(iv) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(dv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(evi) by reason of customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(fvii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described set forth in clause Section 4.16(a)(iii);
(iiiviii) above on any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property so acquired, and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(gix) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(x) Liens permitted to be incurred under Section 4.07 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(hxiii) any customary Productive Asset Leases for Vessels and other security agreement, instrument or document relating to Senior Debt hereafter assets used in effect, the ordinary course of business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease;
(xiv) any Restricted Investment not prohibited by Section 4.08 and any Permitted Investment;
(xv) any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected (as determined in good faith by the Issuer) to affect the ability of the Issuer and the Guarantors to make payments under the Notes, the Note Guarantees and this Indenture, as applicable;
(xvi) customary encumbrances or restrictions contained in agreements in connection with such documents Hedging Obligations and Cash Management Obligations permitted under this Indenture; and
(xvii) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xvi), or in this clause (xvii); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances under or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating pursuant to the distribution of revenues from such joint venture agreement so extended, renewed, refinanced, replaced, amended, modified, restated or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesupplemented.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions restrictions:
(1) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of Issue Date;
(2) set forth in this Indenture, (b) this Indenture the Notes and the SecuritiesNote Guarantees;
(3) existing under, (c) by reason of or with respect to applicable law, ;
(d4) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of Section 4.08(a)(3):
(A) restricting in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture or
(C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent and its SubsidiariesRestricted Subsidiaries taken as a whole in any manner material to the Parent and its Restricted Subsidiaries taken as a whole;
(6) existing under, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in leases each case, under contracts entered into in the ordinary course of business, ; and
(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced8) any Purchase Money Note, or (h) any other security agreement, instrument Indebtedness or document relating to Senior Debt hereafter contractual requirements of a Receivables Subsidiary in effect, connection with a Qualified Securitization Transaction; provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject apply to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseReceivables Subsidiary.
Appears in 1 contract
Samples: Indenture (Bon Ton Stores Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make any loans or advances to the Company or any other Restricted Subsidiaries Subsidiary of the Company or Company; or
(iiic) transfer any of its properties or assets to the Company or any other Restricted Subsidiaries Subsidiary of the Company. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the Existing Credit Facility any agreement or other document as in effect as on the Issue Date or subsequent agreements or documents relating to the Company’s Indebtedness or Indebtedness of the date of this Indenture, any Restricted Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of such agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings are not, refinancings or other Credit Facilities are no in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements or documents on the date of Issue Date;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation or order;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
(v) customary provisions restricting subletting or assignment of any lease, (e) by reason of customary non-assignment contract, or license and provisions in leases entered into in agreements that restrict the ordinary course assignment of business, such agreement or any rights thereunder;
(fvi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property (and proceeds thereof) of the nature described in clause (iiic) above on of this Section 4.13;
(vii) any agreement in connection with the property so acquiredsale of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary or its assets pending such sale or other disposition;
(gviii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not, in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;
(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, or asset sale agreements, stock sale agreements and other similar agreements;
(hxi) any other security agreementencumbrance or restriction existing at the time of the acquisition of property, instrument or document relating to Senior Debt hereafter in effect, provided that such so long as the encumbrances or restrictions relate solely to the property so acquired (and are customary not or were not created in connection with such documents and that the terms and conditions anticipation of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, acquisition thereof);
(ixii) Permitted Liens, (j) customary provisions in joint venture agreements restrictions on cash and other similar agreements relating deposits or net worth imposed by direct or indirect customers or suppliers under contracts entered into in the ordinary course of business;
(xiii) any Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which encumbrance or restriction is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable to any Person or the distribution property or assets of revenues from any Person other than such joint venture Person or the property or assets of such Person becoming a Restricted Subsidiary;
(xiv) any Non-Recourse Receivable Subsidiary Indebtedness or other business venture, contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or (k) any agreement relating to a sale the accounts receivable and leaseback transaction or capital lease, but only on other financial assets described in the property definition of “Qualified Receivables Transaction” which are subject to such transaction or lease Qualified Receivables Transaction; and
(xv) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and only to the extent restrictions that such restrictions or encumbrances are customary not materially more restrictive with respect to a any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date. Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from (a) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.11 hereof or (b) restricting the sale and leaseback transaction or capital leaseother disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness that is not prohibited by this Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Stock, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Credit Facility Indebtedness and Collateral Documents as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture;
(2) this Indenture, the Notes, the Note Guarantees and the Security Documents and any amendments, restatements, modifications, supplements, refunding, replacements or refinancings thereof;
(3) agreements or instruments (other than those referred to in the clauses (1), (b2) or (3) in this Section 4.11(b)) governing Indebtedness permitted to be incurred under the provisions of the covenant described in Section 4.08 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in (x) this Indenture Indenture, the Notes, the Note Guarantees and the SecuritiesSecurity Documents or (y) in the case of any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments, the agreements or instruments governing such Indebtedness;
(c4) applicable law, rule, regulation, permit or order;
(d5) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business;
(7) mortgage financings and other Indebtedness, (f) in each case incurred for the purpose of financing all or any part of the purchase money obligations for property acquired price of or cost of design, construction, installation or improvement of property, plant, equipment or other assets in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property that has been, is being or is to be purchased, leased, designed, constructed, installed or improved, as the case may be, of the nature described in clause Section 4.11(a)(3);
(iii8) any agreement for the sale or other disposition of a Restricted Subsidiary (including, without limitation, by merger, consolidation or sale or other disposition of Capital Stock) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED or any assets of a Restricted Subsidiary that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, restricts distributions by that Restricted Subsidiary or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from assets pending such joint venture sale or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.disposition;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Restricted Subsidiaries;
(ii) make loans or advances to the Company or any Restricted Subsidiaries of the Company or Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the CompanyRestricted Subsidiaries.
(b) However, except for such the restrictions set forth in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of of:
(ai) agreements governing Existing Indebtedness, the Existing Credit Facility Facilities and the Notes as in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided, PROVIDED that such that, the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of hereof;
(ii) this Indenture, (b) this Indenture the Notes, the Security Documents and the Securities, First Lien Intercreditor Agreement;
(ciii) applicable law, rule, regulation or order;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided, PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in leases of any contract or agreement entered into in the ordinary course of business, business and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(fvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause Section 4.08(a)(iii) hereof;
(iiivii) above on any agreement for the property so acquired, sale or other disposition of all or substantially all of the assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(gviii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness with respect to dividends and other payments are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(x) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business;
(xi) restrictions on cash or other business venturedeposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) any Indebtedness incurred in compliance with Section 4.09 hereof by any Foreign Subsidiary or any Guarantor, or (k) any agreement relating pursuant to a sale and leaseback transaction which such Indebtedness is issued, if the encumbrance or capital lease, but restriction applies only on the property subject to such transaction Foreign Subsidiary or lease Guarantor and only to in the extent that such restrictions event of a payment default or encumbrances are customary default with respect to a sale financial covenant contained in the Indebtedness or agreement and leaseback transaction the encumbrance or capital leaserestriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Board of Directors of the Company) and the Board of Directors of the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal on the Notes; or
(xiii) an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Geo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees;
(c3) applicable law, rule, regulation or order (dor other governmental approval, license or permit);
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions or subletting restrictions in leases leases, contracts and licenses entered into in the ordinary course of business, ;
(f6) purchase money obligations and Indebtedness incurred to pay Open Account Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions restrict the transfer of the nature described property purchased or leased;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary (including, without limitation, the Capital Stock or all or substantially all of the assets of that Restricted Subsidiary) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition (which limitation, in clause (iii) above on the case of a sale or disposition of all or substantially all assets, is applicable only to the property so acquired, or assets that are the subject of such agreement);
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements relating to entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent property or assets that are the subject of such agreements;
(11) contracts with customers or leases with lessors entered into in the ordinary course of business that impose restrictions on cash, Cash Equivalents, marketable securities, or other deposits or net worth;
(12) agreements governing Indebtedness of Foreign Subsidiaries incurred pursuant to clause (13) of Section 4.09(b) hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the notes and (y) are not materially more restrictive, taken as a whole, than is customary in comparable financings;
(13) agreements governing Hedging Obligations incurred in the ordinary course of business and permitted to be incurred under the provisions of the covenant described in Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are customary not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph;
(14) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted Subsidiary is redesignated as a sale Restricted Subsidiary; provided that such encumbrance or restriction is not applicable to any Person, or to the property or assets of any Person, other than such redesignated Restricted Subsidiary and leaseback transaction its Subsidiaries (immediately prior to such redesignation) and their respective properties and assets;
(15) restrictions created in connection with any Qualified Securitization Financing or capital leaseReceivables Facility that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility;
(16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary; and
(17) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the notes and (y) such restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(ai) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of the date of this Indentureon March 13, 2007 and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of March 13, 2007;
(ii) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees;
(ciii) applicable law, rule, regulation, order, approval, permit or similar restriction;
(div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(ev) by reason of customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(vi) any agreement for the sale or other disposition of assets, (f) purchase money obligations including without limitation an agreement for property acquired in the ordinary course of business that impose restrictions sale or other disposition of the nature described in clause Capital Stock or assets of a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;
(iii) above on the property so acquired, (gvii) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(viii) Liens permitted to be incurred under the provisions of Section 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or (h) the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other security agreementdistributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, instrument or document 2007 in accordance with Section 10.11; provided that the provisions relating to Senior Debt hereafter such encumbrance or restriction contained in effectsuch Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, provided that such as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(xiv) with respect only to encumbrances or restrictions are customary of the type referred to in connection with such documents and that the terms and conditions clause (iii) of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, Section 10.10(a):
(i) Permitted Liens, (jA) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the distribution assets, property or Capital Stock that are the subject of revenues from such joint venture agreements; and
(C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or other business venture, similar instruments to the extent such encumbrance or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on restriction restricts the transfer of the property (including Capital Stock) subject to such transaction Capital Lease Obligations, security agreements, mortgages, purchase money agreements or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasesimilar instruments.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The foregoing Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Facility, the Corporate Revolver and the GoM Term Loan and other agreements governing existing Debt and Credit Facility Facilities, in each case as in effect as of on the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings of existing Debt are not, refinancings or other Credit Facilities are no in the good faith judgment of the Company, materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of Issue Date;
(2) this Indenture, (b) this Indenture the Notes, the Note Guarantees and the SecuritiesSecurity Documents;
(3) agreements governing Debt permitted to be Incurred pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided (cA) that the encumbrances and restrictions are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in the good faith judgment of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Debt;
(4) applicable law, rule, regulation or order;
(d5) any instrument or agreement governing Indebtedness Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness Debt or Capital Stock was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that; provided that in the case of Debt, such Indebtedness or Capital Stock Debt was permitted by the terms of this Indenture to be incurred, Incurred;
(e6) by reason of customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) in the case of Section 4.12(a)(3), any encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) contained in mortgages, pledges or other security agreements permitted under an indenture securing Debt of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture;
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or
(E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(8) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the oil and gas business and entered into in the ordinary course of business, which provisions apply only to the assets that are the subject of such agreements;
(f9) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause Section 4.12(a)(3);
(iii10) above on any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g11) Permitted Refinancing Debt, PROVIDED ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Debt being refinanced, or ;
(h12) any other security agreement, instrument or document relating Liens permitted to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, be incurred pursuant to Section 4.10;
(i13) Permitted Liens, Project Finance Debt; and
(j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k14) any agreement relating to or instrument governing a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasePermitted Investment.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or under, by reason of or with respect to:
(a1) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness Person, or Capital Stock the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction or the charter documents of such Securitization Entity; provided that, in any case, such Indebtedness or Capital Stock was permitted by restrictions apply only to such Securitization Entity;
(6) in the terms case of clause (3) of the first paragraph of this Indenture Section 4.13, encumbrances or restrictions:
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(b) existing by virtue of any transfer of, agreement to be incurredtransfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(ec) by reason of customary non-assignment provisions in leases entered into arising or agreed to in the ordinary course of business, (f) purchase money obligations for property acquired not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business that impose restrictions property or assets of the nature described Company or any Restricted Subsidiary in clause any manner material to the Company or any Restricted Subsidiary;
(iii7) above on any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property so acquiredand assets of, a Restricted Subsidiary; and
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.
Appears in 1 contract
Samples: Indenture (Science Craftsman INC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (i)(xa)(i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (a1) the agreements governing Credit Facilities or Existing Credit Facility as in effect as of the date of this IndentureIndebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially less favorable to the holders of the Notes, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in the case of Credit Facilities, in agreements governing Credit Facilities or, in the case of Existing Credit Facility Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (b2) this Indenture Indenture, the Notes, the Exchange Notes issued in connection with the Registered Exchange Offer and the SecuritiesSubsidiary Guarantees, (c3) applicable lawany agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e5) by reason of customary non-provisions restricting the subletting or assignment provisions in leases entered into in of any lease or the ordinary course transfer of businesscopyrighted or patented materials, (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (g7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or (h12) any other security agreement, instrument or document relating Liens not prohibited by Section 4.12 that limit the right of the debtor to Senior Debt hereafter in effect, provided that dispose of the assets subject to such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k13) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseapplicable law.
Appears in 1 contract
Samples: Indenture (CGG Holding B.V.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiary to Subsidiaries to: (i)(xi) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (a1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facility Facilities and Floor Plan Facilities as in effect as of on the date of this Indenture, Issue Date or agreements entered into in connection with the LHM Acquisition and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacement or refinancings of such instrument are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility such agreements as in effect on the date of Issue Date or otherwise entered into in connection with the LHM Acquisition; (2) this Indenture, (b) this Indenture the Notes and the Securities, Subsidiary Guarantees; (c3) applicable lawlaw and any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred; (5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, (e) by reason refunding, replacement, refinancing or extension of customary non-assignment provisions in leases entered into Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the ordinary course of businessforegoing clauses (2) and (4), (f) purchase money obligations for property acquired in so long as the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or extension agreement are not materially less favorable, taken as a whole, to the agreements governing such Permitted Refinancing Debt are no more restrictive Holders than those the encumbrances and restrictions contained in the agreements governing the Indebtedness being refinancedrenewed, refunded, replaced, refinanced or (h) any other security agreement, instrument or document relating to Senior Debt hereafter extended in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.good
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) Notwithstanding the Companyforegoing, except for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities (provided that, with respect to Credit Facilities, such encumbrances and restrictions are not materially more restrictive, taken as a whole, than customary provisions in effect as of the date of this Indenture, comparable financings) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements, PROVIDED provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities of such instrument are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing such agreement on March 3, 2004 or in such Credit Facility as in effect on the date of Facilities;
(2) this Indenture, the Notes and any Subsidiary Guarantee or any other instrument governing debt securities of the Company incurred in compliance with Section 4.09 hereof that are no more restrictive, taken as a whole, than those contained in this Indenture, the Notes and any Subsidiary Guarantee;
(b) this Indenture and the Securities, (c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred or such Capital Stock was 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, ;
(f6) purchase money obligations and Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause Section 4.08(a)(3) hereof;
(iii7) above on any agreement for the property so acquired, sale or other disposition of Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g) 8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(11) restrictions contained in agreements between Grant and the Company or a Restricted Subsidiary with respect to the High Level Project, as extended, amended, restated, modified or (h) any other security agreement, instrument or document relating replaced from time to Senior Debt hereafter in effect, provided time on terms that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive restrictive, taken as a whole, than those encumbrances or restrictions imposed contained in connection with the Existing Credit Facilitysuch agreements as of March 3, 2004; and
(i12) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction the disposition or capital leasedistribution of assets or property in Permitted Joint Venture agreements.
Appears in 1 contract
Samples: Indenture (Ainsworth Lumber Co LTD)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: 49
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such restrictions above shall not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility Agreement as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility Agreement, as in effect on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Subsidiary Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii3) above on of the property so acquired, first paragraph of Section 4.08;
(g7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing DebtIndebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no 50 more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ; and
(h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i9) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating Liens securing Indebtedness that limit the right of the debtor to dispose of the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseLien.
Appears in 1 contract
Samples: Indenture (Wdra Food Service Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness and any other agreement, including the Existing Credit Facility Agreement, the 2011 Senior Notes Indenture and the Senior Subordinated Note Indenture, as in effect as of on the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Note Guarantees;
(c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases contracts, licenses and other commercial agreements entered into in the ordinary course of business, ;
(f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(7) any agreement for the property so acquired, sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g) 8) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Debt are no Indebtedness are, in the good faith judgment of the senior management or Board of Directors of the Company, not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Any restriction on the transfer of assets under any Lien permitted under this Indenture imposed by the holder of the Lien;
(10) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business or other business venturewith the approval of the Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements; and
(11) restrictions on cash or encumbrances are customary with respect to a sale and leaseback transaction other deposits or capital leasenet worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Indenture shall provide that the Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xa) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Stock, (b) make loans or (2) with respect advances or to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness or other obligation owed to the Company or any a Restricted Subsidiaries of the Company, (ii) make loans or advances to the Company or any Restricted Subsidiaries Subsidiary of the Company or (iiic) transfer any of its properties property or assets to the Company or any Restricted Subsidiaries of the Company, except for such encumbrances or restrictions existing under or by reason of of: (a) the Existing Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect on the date of this Indenture, (b) this Indenture and the Securities, (c1) applicable law, ; (d2) the Indenture; (3) customary nonassignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Acquired Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary of the Company, or the properties or assets of the Company or any PersonRestricted Subsidiary of the Company, other than the Person and its SubsidiariesPerson, or the property properties or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by ; (5) agreements existing on the terms of this Indenture to be incurred, Issue Date; (e6) by reason of any Trade Receivable Facility; (7) customary non-assignment nonassignment provisions in leases contracts entered into in the ordinary course of business, (f8) Indebtedness of a Restricted Subsidiary permitted to be incurred under the Indenture or (9) purchase money obligations for property acquired in the ordinary course an agreement effecting a refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of business that impose restrictions of the nature described Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (iii) above on the property so acquired2), (g4), (5), (6) Permitted Refinancing Debtor (8) above; provided, PROVIDED however, that the restrictions provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are not less favorable to the agreements governing Company or Restricted Subsidiary, as the case may be, in any material respect in the reasonable judgment of the Board of Directors of the Company than the provisions relating to such Permitted Refinancing Debt are no more restrictive than those encumbrance or restriction contained in the agreements governing the Indebtedness being refinancedreferred to in such clause (2), (4), (5), (6) or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease8).
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiary, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(iib) make loans or advances to the Company or any Restricted Subsidiaries of the Company or Subsidiary; or
(iiic) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of Subsidiary. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness, Credit Facilities (including the Existing Credit Facility Agreement) and other agreements relating to the Financing Transactions as in effect as of on the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the Securities, Subsidiary Guarantees;
(c3) agreements related to HUD Financing and any amendments of those agreements;
(4) applicable law, ;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, business and consistent with industry practices;
(f7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iiic) above on of the property so acquired, first paragraph of this Section 4.13;
(g8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;
(9) Permitted Refinancing DebtIndebtedness; provided, PROVIDED however, that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(10) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11 hereof; and
(11) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasebusiness.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on enter into
(b) However, the ability of any Restricted Subsidiary to (i)(x) pay dividends or make any other distributions to preceding provisions shall not prohibit the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, (ii) make loans or advances to the Company or any Restricted Subsidiaries of the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of the Company, except for such following encumbrances or restrictions existing under or by reason of of: (a1) any encumbrance or restriction in existence on the Existing Issue Date, including those under the Credit Facility as in effect as of the date of this IndentureAgreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED thereof; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings, refinancings or other Credit Facilities in the good faith judgment of the Company and conclusively evidenced by an Officer’s Certificate, are no more restrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained in the Existing Credit Facility as in effect these agreements on the date of this Indenture, Issue Date or refinancings thereof; (b) this Indenture and the Securities, (c) applicable law, (d2) any instrument governing Indebtedness encumbrance or Capital Stock of a Person restriction which exists with respect to an acquired by the Company or any of its Restricted Subsidiaries as property in effect existence at the time of such acquisition (exceptpursuant to an agreement, so long as the encumbrances or restrictions in the case of Indebtedness, any such agreement relate solely to the extent property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Indebtedness was incurred Person becomes a Restricted Subsidiary, but not created in connection with or in contemplation anticipation of such acquisition)Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of any Person other than such Person or the property or assets of such Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness becoming a Restricted Subsidiary; (4) any encumbrance or Capital Stock was permitted by restriction under the terms of this Indenture Refinancing Debt Incurred to be incurredrenew, (e) by reason of customary non-assignment provisions in leases entered into refund, replace, refinance or extend any agreement containing any encumbrance or restriction referred to in the ordinary course of businessforegoing clauses (1) through (3), (f) purchase money obligations for property acquired so long as the encumbrances and restrictions contained in any such Refinancing Debt are no less favorable in any material respect to the ordinary course of business that impose restrictions of Holders than the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing the Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinancedrenewed, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.refunded,
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) (i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(c) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of of:
(a1) contractual encumbrances or restrictions on the Existing Issue Date, including pursuant to the ABL Credit Facility as in effect as of the date of this Indentureand Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof or thereof; provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of Issue Date;
(2) (A) this Indenture, (bB) this Indenture the Notes, (C) Guarantees of the Notes and (D) the ABL Debt Documents and the Securities, Secured Debt Documents;
(c3) applicable lawlaw or any applicable rule, regulation or order;
(d4) any agreement or other instrument governing Indebtedness or relating to Capital Stock of of, or any Indebtedness of, a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness ;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock was or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) Secured Debt otherwise permitted by the terms of this Indenture to be incurred, Incurred pursuant to Section 4.03 and Section 4.14 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(e7) restrictions on cash or other deposits or net worth imposed by reason of customary non-assignment provisions in leases customers under contracts entered into in the ordinary course of business;
(8) customary provisions with respect to dispositions or distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(f9) purchase money and capital lease obligations for property acquired in the ordinary course of business that impose restrictions of the nature described discussed in clause (iiic) above on the property so acquired;
(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (gc) Permitted above on the property subject to such lease;
(11) customary non-assignment provisions in contracts entered into in the ordinary course of business;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date pursuant to the covenant described under Section 4.03;
(13) Refinancing DebtIndebtedness permitted under the terms of this Indenture; provided, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, or ;
(h14) any other security agreementencumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, instrument however, that such restrictions apply only to such Receivables Subsidiary; and
(15) any encumbrances or document relating restrictions of the type referred to Senior Debt hereafter in effectclauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such encumbrances extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions are customary refinancings are, in connection with such documents and that the terms and conditions good faith judgment of such encumbrances or restrictions are the Company, no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale such dividend and leaseback transaction other payment restrictions than those contained in the dividend or capital leaseother payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Office Depot Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
(a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiary, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of the Company, Subsidiary;
(ii2) make loans or advances to the Company or any Restricted Subsidiaries of the Company Subsidiary; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries Subsidiary,
(b) The provisions of the Company, except for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(1) (a) the Existing Credit Facility any agreements as in effect as of on the date of this Indenture, Issue Date or (b) any other agreement or instrument with respect to the Company or any Restricted Subsidiary in effect or entered into on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements referred to in clauses (a) and (b) of this Section 4.08(b)(1); provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date Issue Date or the Issue Date, as applicable (as determined in good faith by the Company) or would not, in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Second Lien Notes;
(2) this Indenture, (b) this Indenture the Second Lien Notes, the Second Lien Notes Guarantees, the Revolving Credit Facility, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement and the SecuritiesSecurity Documents;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the Holders than is customary in comparable financings (cas determined in good faith by the Company);
(4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a);
(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property so acquired, and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined in good faith by the Company or would not in the good faith determination of the Company, materially impair the ability of the Issuer to make payments on the Second Lien Notes;
(10) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (hincluding agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(13) any other security agreementQualified Receivables Financing; and
(14) any encumbrance or restriction existing under any agreement that extends, instrument renews, refinances or document relating to Senior Debt hereafter in effect, provided that such replaces the agreements containing the encumbrances or restrictions are customary in connection with such documents and the foregoing clauses (1) through (13), or in this clause (14); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those encumbrances under or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating pursuant to the distribution agreement so extended, renewed, refinanced or replaced or would not in the good faith determination of revenues from such joint venture or other business venturethe Company, or (k) any agreement relating materially impair the ability of the Issuer to a sale and leaseback transaction or capital lease, but only make payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseSecond Lien Notes.
Appears in 1 contract
Samples: Second Lien Notes Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i)(xi) pay dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any of the other Restricted Subsidiaries of the Company Subsidiary; (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yii) pay any Indebtedness owed to the Company or any other Restricted Subsidiaries of the Company, Subsidiary; (iiiii) make loans or advances to the Company or any other Restricted Subsidiaries of the Company Subsidiary; or (iiiiv) transfer any of its properties property or assets to the Company or any other Restricted Subsidiaries of the Company, except for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i) existing under or by reason of (a) on the Existing Closing Date in the Credit Facility as in effect as of the date of Agreement, this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof Indenture or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as agreements in effect on the date of this IndentureClosing Date, (b) this Indenture and the Securitiesany modifications, (c) applicable lawextensions, (d) any instrument governing Indebtedness refinancings, renewals, substitutions or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time replacements of such acquisition (exceptagreements; provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals, substitutions or replacements are no less favorable in the case of Indebtedness, any material respect to the extent such Indebtedness was incurred 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive Holders than those encumbrances or restrictions imposed that are then in connection with the Existing Credit Facilityeffect and that are being modified, extended, refinanced, renewed, substituted or replaced; (iii) Permitted Liens, (j) customary provisions contained in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.Indebtedness incurred under
Appears in 1 contract
Samples: Indenture (Coast Resorts Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility as in effect as of the date of this Indenture, the Notes, the Note Guarantees and the Security Documents;
(2) agreements governing other Indebtedness permitted to be incurred under Section 4.09(b) hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the restrictions therein are not materially more restrictive, PROVIDED that such amendmentstaken as a whole, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect on the date of this Indenture, (b) this Indenture the Notes and the Securities, Note Guarantees;
(c3) applicable law, rule, regulation or order;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was incurred 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, ;
(f5) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(6) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g7) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(8) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(9) provisions limiting the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements relating to (including agreements entered into in connection with a Restricted Investment) entered into with the distribution approval of revenues from such joint venture or other business venturethe Company’s Board of Directors, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and which limitation is applicable only to the extent assets that are the subject of such agreements; and
(10) restrictions on cash or encumbrances are customary with respect to a sale and leaseback transaction other deposits or capital leasenet worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of the Company, except for such Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the agreements governing Existing Indebtedness and Credit Facility Facilities as in effect as of on the date of this Indenture, Issue Date (or otherwise required by such agreements in existence on the Issue Date) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that the amendments, PROVIDED that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Existing Credit Facility as Issue Date;
(2) this Indenture, the Notes and the Note Guarantees and any Exchange Notes and related Note Guarantees issued pursuant to the Registration Rights Agreement;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the date Issue Date, or (ii) are not materially more disadvantageous to Holders of this Indenture, the Notes than is customary in comparable financings (bas determined by the Company in good faith) this Indenture and in the Securities, case of (cii) either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a Default in respect of payment or a financial maintenance covenant relating to such Indebtedness;
(4) applicable law, rule, regulation or order;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness instrument was incurred entered into 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e6) by reason of customary non-assignment provisions in leases contracts, leases, subleases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) contracts for the property so acquiredsale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending such sale or other disposition;
(g9) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant to the provisions of Section 4.12 hereof, in each case, that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary including agreements entered into in connection with such documents and a Restricted Investment), which limitation is applicable only to the assets or Persons that are the terms and conditions subject of such encumbrances agreements;
(12) restrictions on cash or restrictions are no more restrictive than those encumbrances other deposits or restrictions net worth imposed by customers under agreements entered into in connection with the Existing Credit Facility, ordinary course of business;
(i13) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture or other business venture, or business;
(k14) any agreement relating Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;
(15) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(16) Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; and
(17) any encumbrances or restrictions of the type referred to a sale in Section 4.08(a)(1), (2) and leaseback transaction (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or capital leaserefinancings of the contracts, but only on the property subject instruments or obligations referred to such transaction or lease and only to the extent in clauses (1) through (16) above; provided that such restrictions amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or encumbrances are customary refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to a sale such dividend and leaseback transaction other payment restrictions than those contained in the dividend or capital leaseother payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (BioScrip, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions restrictions:
(i) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are, refinancings or other Credit Facilities are in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of Issue Date;
(ii) set forth in this Indenture, (b) this Indenture the Notes and the SecuritiesNote Guarantees;
(iii) existing under, (c) by reason of or with respect to applicable law, rule regulation or order;
(div) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted by refinancings are no more restrictive, taken as a whole, than those in effect on the terms date of this Indenture to be incurred, the acquisition;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course case of businessSection 4.08(a)(iii):
(1) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(f2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture,
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, or
(g4) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(viii) existing under, by reason of or with respect to Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) existing under, by reason of or with respect to provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements, limited liability company agreements and other similar agreements and which the Company’s Board of Directors determines shall not adversely affect the Issuers’ ability to make payments of principal or interest payments on the Notes; and
(hx) existing under, by reason of or with respect to Indebtedness of any other security agreement, instrument or document relating to Senior Debt hereafter in effect, Guarantor; provided that the Company’s Board of Directors determines in good faith at the time such encumbrances or restrictions are customary in connection with such documents and created that they do not adversely affect the terms and conditions Issuers’ ability to make payments of such encumbrances principal or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseNotes.
Appears in 1 contract
Samples: Indenture (Windstream Services, LLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) (i) pay dividends or make any other distributions to the Company or any of the its Restricted Subsidiaries of the Company (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (yii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) Existing Indebtedness;
(2) the Existing Credit Facility Agreement as in effect as of the date of this the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityrefinancing thereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility Agreement as in effect on the date of this the Indenture, ;
(b3) this the Indenture and the Securities, Notes;
(c4) applicable law, ;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, provided that the EBITDA of such Indebtedness or Capital Stock Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture to be incurred, the Indenture;
(e6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business, business and consistent with past practices;
(f7) restrictions on the transfer of property subject to purchase money obligations for property acquired in the ordinary course or Capital Lease Obligations otherwise permitted by clause (5) of business that impose restrictions Section 4.8 of the nature described in clause Indenture;
(iii) above on the property so acquired8) permitted Refinancing Indebtedness, (g) Permitted Refinancing Debt, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced, or ; or
(h9) any other security agreement, agreement or instrument or document relating to Senior Debt hereafter in effect, governing Indebtedness of an Excluded Restricted Subsidiary provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liensat the time such agreement or instrument is entered into, such Excluded Restricted Subsidiary and its Restricted Subsidiaries have a Leverage Ratio of less than 6.5 to 1.0 and (jii) customary provisions neither such Excluded Restricted Subsidiary nor any of its Restricted Subsidiaries shall, directly or indirectly, incur any Indebtedness (including Acquired Debt) unless at the time of such incurrence and after giving effect thereto, the Leverage Ratio for such Excluded Restricted Subsidiary and its Restricted Subsidiaries would be less than 6.5 to 1.0. For purposes of determining the Leverage Ratio under this clause (9) only, all references to the "Company" and its "Restricted Subsidiaries" or similar references in joint venture agreements the definition of "Leverage Ratio" and other similar agreements relating defined terms necessary to determine the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating Leverage Ratio shall be deemed to a sale and leaseback transaction or capital lease, but only on the property subject refer to such transaction or lease Excluded Restricted Subsidiary and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseits Restricted Subsidiaries, respectively.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xa) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries. However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions existing under or under, by reason of of, or with respect to:
(ai) the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements, replacement or refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Existing Credit Facility as in effect on the date of this Indenture, Issue Date;
(b) this Indenture and the Securities, (cii) applicable law, rule, regulation or order;
(diii) any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariessuch Person, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or Capital Stock was permitted by such other agreements as in effect on the terms date of the acquisition;
(iv) in the case of clause (c) of the first paragraph of this Indenture Section 4.08:
(A) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) restrictions existing by virtue of any transfer of, agreement to be incurredtransfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(eC) by reason restrictions arising or agreed to in the ordinary course of customary non-assignment business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(v) provisions with respect to the disposition or distribution of assets or property in leases joint venture agreements and other similar agreements entered into in the ordinary course of business, ;
(fvi) purchase money obligations any agreement for property acquired in the ordinary course sale or other disposition of business that impose restrictions all or substantially all of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinancedcapital stock of, or property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending such sale or other disposition; and
(hvii) any other security agreement, instrument or document relating Indebtedness of a Foreign Subsidiary permitted to Senior Debt hereafter in effect, be incurred under this Indenture; provided that (A) such encumbrances or restrictions are ordinary and customary in connection with such documents respect to the type of Indebtedness being incurred; and that the terms and conditions of (B) such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with will not affect the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements Company's ability to make principal and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to Notes, as determined in good faith by the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseBoard of Directors of the Company.
Appears in 1 contract
Samples: Indenture (Rayovac Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company Subsidiaries; or
(3) sell, lease or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries.
(b) The restrictions of the Company, except for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) agreements governing Existing Indebtedness, including the Existing Bank Credit Facility as in effect as of on the date of this Indenture, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilityof those agreements; provided that, PROVIDED that such in the determination of the Board of Directors made in good faith (which determination shall be conclusive and binding absent manifest error), the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacementsreplacements or refinancings are not materially more restrictive, refinancings or other Credit Facilities are no more restrictive taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Existing Credit Facility as in effect those agreements on the date of this Indenture, ;
(b2) this Indenture Indenture, the Notes and the SecuritiesNote Guarantees;
(3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees as determined by the Board of Directors of the Company in good faith, which determination shall be conclusive and binding absent manifest error;
(c4) applicable law, rule, regulation or order, including any Gaming Law, or as otherwise required by any Gaming Authority;
(d5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, 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 to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, PROVIDED thatin the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
(6) customary restrictions on subletting or assignment in contracts, (e) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business, ;
(f7) purchase money obligations for property acquired in the ordinary course of business and FF&E Financings or Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii3) above on of Section 4.08(a) hereof;
(8) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(g9) any restriction or encumbrance contained in contracts for the sale of assets to be consummated in accordance with this Indenture solely in respect of the assets to be sold pursuant to such contract;
(10) Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined by the Board of Directors of the Company in good faith, which determination shall be conclusive and binding absent manifest error;
(11) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(12) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (h) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary including agreements entered into in connection with such documents and a Restricted Investment) entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the terms and conditions subject of such encumbrances agreements;
(13) restrictions on cash or other deposits or net worth imposed by customers, vendors or lessors under contracts entered into in the ordinary course of business;
(14) agreements in existence with respect to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary, provided, however that such agreements are not entered into in anticipation or contemplation thereof;
(15) restrictions imposed by Indebtedness incurred under Credit Facilities; provided that, in the determination of the Board of Directors made in good faith (which determination shall be conclusive and binding absent manifest error), such restrictions are no more restrictive taken as a whole than those imposed by the Bank Credit Facility as of the date of this Indenture; and
(16) replacements of restrictions imposed pursuant to clauses (1) through (15) of this Section 4.08(b) that are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leasebeing replaced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i)(xi) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries of the Company (1) on its Capital Stock (or (2) with respect to any other interest or participation in, or measured by, its profits, ) to the Company or (y) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries of the Company, Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries of Subsidiaries.
(b) However, the Company, except for such preceding restrictions shall not apply to encumbrances or restrictions restrictions:
(i) existing under or under, by reason of (a) or with respect to the Credit Agreement, Existing Credit Facility as Indebtedness or any other agreements in effect as of on the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof or thereof, provided that the encumbrances and restrictions in any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacementsreplacement or refinancings are, refinancings or other Credit Facilities are in the good faith judgment of the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Credit Facility Indebtedness or such other agreements, as the case may be, as in effect on the date of Issue Date;
(ii) set forth in this Indenture, (b) this Indenture the Notes and the SecuritiesNote Guarantees;
(iii) existing under, (c) by reason of or with respect to applicable law, rule regulation or order;
(div) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except, in the case of Indebtedness, to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired and any amendments, PROVIDED thatmodifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or Capital Stock was permitted by refinancings are no more restrictive, taken as a whole, than those in effect on the terms date of this Indenture to be incurred, the acquisition;
(ev) by reason of customary non-assignment provisions in leases entered into in the ordinary course case of businessSection 4.08(a)(iii):
(1) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(f2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture,
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, or
(g4) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(viii) existing under, by reason of or with respect to Permitted Refinancing Debt, PROVIDED Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) existing under, by reason of or with respect to provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements, limited liability company agreements and other similar agreements and which the Company's Board of Directors determines shall not adversely affect the Company's ability to make payments of principal or interest payments on the Notes; and
(hx) existing under, by reason of or with respect to Indebtedness of any other security agreement, instrument or document relating to Senior Debt hereafter in effect, Guarantor; provided that the Company's Board of Directors determines in good faith at the time such encumbrances or restrictions are customary in connection with such documents and created that they do not adversely affect the terms and conditions Company's ability to make payments of such encumbrances principal or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only interest payments on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseNotes.
Appears in 1 contract
Samples: Indenture (Windstream Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of the its Restricted Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries of the CompanySubsidiaries, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or Subsidiaries, (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries Subsidiaries, or (d) guarantee any Indebtedness of the CompanyCompany or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(a1) the Existing Credit Facility Indebtedness as in effect as of on the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facilitythereof, PROVIDED provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, replacements or refinancings or other Credit Facilities are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the such Existing Credit Facility Indebtedness, as in effect on the date of hereof;
(2) this Indenture, (b) this Indenture the Notes and the Securities, Note Guarantees;
(c3) applicable law, ;
(d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except, in the case of Indebtedness, except to the extent such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, ;
(e5) by reason of customary non-assignment provisions in leases or contracts or real property mortgages or related documents entered into in the ordinary course of business, business and consistent with past practices;
(f6) purchase money obligations for property acquired in the ordinary course of business obligations, Capital Lease Obligations or mortgage financings that impose restrictions on the property so acquired of the nature described in clause (iiic) above on of the property so acquiredpreceding paragraph, or Pari Passu Indebtedness incurred pursuant to clause (g1)(a) of the second paragraph of the covenant described under Section 4.09 hereof.;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing DebtIndebtedness, PROVIDED provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ;
(9) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or (h) any other security agreement, instrument distribution of assets or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements relating to entered into in the distribution ordinary course of revenues from such joint venture business; and
(11) restrictions on cash or other business venture, deposits or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on net worth imposed by customers under contracts entered into in the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital leaseordinary course of business.
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