Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date; (2) this Supplemental Indenture and the Notes; (3) applicable law, rule, regulation or order; (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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred; (5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices; (6) 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 (c) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; (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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date; (13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and (14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 13 contracts
Samples: Eighth Supplemental Indenture (Cco Holdings LLC), Seventh Supplemental Indenture (Cco Holdings LLC), Indenture (Cco Holdings LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the .
(b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Supplemental Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the Notesrelated Guarantees;
(3) applicable law, rule, regulation or order;
(4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired as in effect at the time of the acquisition by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition Person or the properties or assets of such Person (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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) construction loans and purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired constructed, purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.11(b)(4);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.15 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.11;
(11) provisions with respect to limiting or prohibiting 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 entered into with the approval of the Company’s Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(1112) any agreement or instrument governing Indebtedness permitted to be incurred under this Supplemental Indenture, provided that the terms and conditions of any such restrictions and encumbrances, taken as a whole, are not materially more restrictive than those contained in this Supplemental Indenture, taken as a whole; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;.
(12c) restrictions contained For purposes of determining compliance with this Section 4.10, in the terms event that a restriction meets the criteria of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually one of the Credit Facilities as in effect on the Issue Date;
(13) categories of permitted restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 described in clauses (1) through (13) above; provided that , the Company will be permitted to classify such amendmentsrestriction on the date of its incurrence, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings arelater reclassify all or a portion of such item of Indebtedness, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole any manner that complies with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Section 4.10.
Appears in 5 contracts
Samples: Fourth Supplemental Indenture (Westlake Chemical Corp), Fifth Supplemental Indenture (Westlake Chemical Corp), Third Supplemental Indenture (Westlake Chemical Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries;
(iii) pay any Indebtedness owed to the Company or any Restricted Subsidiary; or
(civ) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or orderorder or the applicable by-laws of the Company or any of its Restricted Subsidiaries as in effect on the date of this Indenture;
(4iv) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (civ) of the preceding paragraphSection 4.08(a) hereof;
(7vii) any agreement for the sale or other disposition of all or substantially all the stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) customary provisions with respect relating to assets or properties in which the Company has Investments in joint ventures, provided that the Company was allowed to make such Investment pursuant to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesthis Indenture; and
(14xi) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, customary provisions existing in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdocumentation governing any Permitted Securitization.
Appears in 4 contracts
Samples: Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary;
(b2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or
(c3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries. However, the preceding Subsidiary.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingOctober 8, without limitation, Indebtedness under any of the Credit Facilities) 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing IndebtednessIndebtedness and Credit Facilities, as in effect on the Issue DateOctober 8, 2003;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, law or any applicable rule, regulation or order;
(4) 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 to the extent such Indebtedness or Capital Stock was incurred Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIncurred at the time of such acquisition;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c3) of the preceding paragraphparagraph (a) above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the any restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness or other obligations otherwise that is permitted to be incurred under secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.14 4.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to any such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements 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 any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the terms Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(13) Non-Recourse Accounts Receivable Entity Indebtedness permitted to be incurred under Section 4.10or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect apply only to such encumbrance and other restrictions than those prior Accounts Receivables Entity or the receivables which are subject to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe Qualified Receivables Transaction.
Appears in 4 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee), Indenture (Videotron Ltee)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to: (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding The foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) any agreement, including with respect to the Existing Indebtedness Indebtedness, as in effect on the Issue Date date of this Indenture (includingand all amendments thereto, without limitation, Indebtedness under any so long as such amendments are not disadvantageous to the holders of the Notes in any material respect);
(b) the Credit Facilities) Agreement and its related documentation as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Datedate of this Indenture;
(2c) this Supplemental Indenture Indenture, the Notes, the Note Guarantees and the NotesExchange Notes and related Note Guarantees;
(3d) applicable law, statute, rule, regulation or governmental order;
(4e) 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 to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such instruments 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses or contracts entered into in the ordinary course of business and consistent with past practices;
(6g) 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 (ciii) of the preceding paragraphabove;
(7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) i) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9j) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12m) restrictions contained any agreement entered into in connection with the terms incurrence of Indebtedness permitted to be incurred under Section 4.10; this Indenture, provided that such restrictions are no more restrictiveagreement, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are is not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance dividend and other payment restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingexisting as of the date of this Indenture.
Appears in 4 contracts
Samples: Indenture (Communities Home Builders Inc), Indenture (Florida Lifestyle Management Co), Indenture (Wci Communities Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Samples: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Third Supplemental Indenture (Charter Communications, Inc. /Mo/), Fourth Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ' ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Samples: Eighth Supplemental Indenture (Charter Communications, Inc. /Mo/), Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/), Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the New Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Senior Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
refinanced or (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12i) restrictions contained in agreements for the sale or disposition of assets or of all of the capital stock of Subsidiaries that are otherwise in compliance with the terms of Indebtedness permitted this Indenture to be incurred under Section 4.10; provided that the extent such agreements contain restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement assets or refinancingthe Subsidiary sold or disposed of thereunder.
Appears in 3 contracts
Samples: Indenture (Varsity Spirit Corporation), Indenture (Riddell Sports Inc), Indenture (Riddell Sports Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the Issue Date;
date, (2c) this Supplemental Indenture and the Notes;
, and the Senior Debenture Indenture and the Senior Debentures, (3d) applicable law, rule, regulation or order;
(4e) 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 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries to dispose of the their respective properties or assets subject to such Lien;
or (10k) provisions any restriction with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth a Subsidiary imposed by customers under contracts pursuant to an agreement entered into in for the ordinary course sale or disposition of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together all or individually substantially all of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time Capital Stock or assets of such financing, will not materially impair Subsidiary pending the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances closing of such sale 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 3 contracts
Samples: Indenture (Finlay Fine Jewelry Corp), Indenture (Finlay Fine Jewelry Corp), Indenture (Finlay Enterprises Inc /De)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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 so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 3.6(a) above;
(7) 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 of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of this Section 4.14 3.5 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) 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 entered into (a) in the ordinary course of business, consistent with past practice or (b) 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;
(11) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to dispose be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.3; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of the assets subject to such LienCompany in good faith, than the provisions contained in the Credit Agreement and in this Indenture as in effect on the Issue Date;
(1012) provisions the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with respect the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant Section 3.3 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to the disposition pay dividends or distribution of assets make any other distributions on its Capital Stock (other than requirements to pay dividends or property in joint venture liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(13) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and other similar documents and agreements;
(1114) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(15) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this indenture; and
(16) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Samples: Indenture (Mariner Energy Inc), Indenture (Mariner Energy Resources, Inc.), Indenture (Mariner Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) any restriction that restricts in a customary non-manner the subletting, assignment provisions in leasesor transfer of any property, franchise agreements and right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other commercial agreements entered into in the ordinary course of business and consistent with past practicessimilar contract;
(6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (ciii) of the preceding paragraphSection 3.6(a) above;
(7vii) any agreement for the sale or other disposition of restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the Company that restricts distributions by direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending its the closing of such sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition;
(x) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture;
(xi) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture;
(xii) encumbrances securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of the covenant described under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10xiii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(11xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Samples: Indenture (TexCal Energy (LP) LLC), Indenture (Venoco, Inc.), Indenture (Venoco, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (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 Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, franchise agreements and other commercial agreements in each case entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictiveany instrument governing Indebtedness of an FERC Subsidiary, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect Indebtedness was otherwise permitted by this Indenture to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbe incurred.
Appears in 3 contracts
Samples: First Supplemental Indenture (Regency Energy Partners LP), Fifth Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions .
(b) The provisions of Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness Indebtedness, the Credit Agreements or the Indemnification Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those provisions contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, the Subsidiary Guarantees and the NotesSecurity Documents;
(3) applicable law, rule, regulation or order;
(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 to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of IndebtednessAcquired Debt, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no materially not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(107) provisions with respect to the disposition or distribution of assets or property in held under joint venture agreements, or subject to asset sale agreements, stock sale agreements and other similar agreements;
(11) 8) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts or net worth requirements contained in leases and other agreements entered into in the ordinary course of business;
(129) customary restrictions contained in with respect to Restricted Subsidiaries of the terms Company pursuant to agreements creating Permitted Liens or agreements entered into for the sale or disposition of Indebtedness permitted to be incurred under Section 4.10all or substantially all of the Capital Stock or assets of any such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that are no more restrictive, taken as a whole, than being sold or that are subject to the terms contained Permitted Lien;
(10) any encumbrance or restriction existing under or by reason of Insurance Premium Financing Arrangements permitted pursuant to Section 4.09;
(11) purchase money obligations for property acquired in the most restrictive, together or individually ordinary course of business that impose restrictions on that property of the Credit Facilities as nature described in effect on clause (3) of the Issue Datepreceding paragraph;
(12) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(13) Non-Recourse Debt, Limited Recourse Debt, or leases or operating agreements related to Projects, so long as such encumbrances or restrictions relate solely to Project assets and distributions of Project earnings or Project cash flow;
(14) any instrument governing any other Indebtedness the incurrence of which is not prohibited by Section 4.09; provided that the terms of such Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than customary the provisions with respect to such dividend and other payment restrictions contained in comparable financings and that the management of the Company determines, this Indenture at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesincurrence; and
(1415) any encumbrances encumbrance or restrictions restriction of the type referred to in Section 4.08(a) imposed by any amendmentsextension, 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing of an agreement, contract, instrument or obligation referred to in clauses (1) through (14) of this Section 4.08(b) that is not materially more restrictive, taken as a whole, than the encumbrance or restriction imposed by the applicable predecessor agreement, contract, instrument or obligation.
Appears in 3 contracts
Samples: Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Existing Indebtedness as in effect on the Issue Date and Credit Facilities (including, without limitation, Indebtedness under any the Heller Loan Agreement) as in effect on the date of the Credit Facilities) this Indenture and any amendmentsxxx xxendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2b) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3c) the Junior Note Indenture, the Junior Notes and the Junior Note Guarantees;
(d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements any contract or licensing agreement entered into in the ordinary course of business and consistent with past practices;
(6g) 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 or Capital Lease Obligations or other mortgage financings permitted to be incurred pursuant to clause (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition second paragraph of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Section
Appears in 2 contracts
Samples: Indenture (Assisted Living Concepts Inc), Indenture (Assisted Living Concepts Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its such Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors;
(b2) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors; or
(c3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. Subsidiaries that are Guarantors; provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction.
(b) However, the preceding restrictions shall Section 4.15(a) will not apply to encumbrances or restrictions consisting of, or existing under or by reason of:
(1) Existing Indebtedness as contractual encumbrances or restrictions in effect (x) pursuant to any Credit Agreement, the Existing Secured Notes, the New Secured Notes, any Hedging Obligations, or any related documents or (y) on the Issue Date (Date, including, without limitation, pursuant to Existing Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Daterelated documentation;
(2) this Supplemental Indenture Indenture, the Notes and the NotesGuarantees;
(3) purchase money obligations that impose encumbrances or restrictions on a property so acquired;
(4) applicable law, law or any applicable rule, regulation or order;
(45) any agreement or other instrument governing of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company Issuer or any of its Restricted Subsidiaries Subsidiary, or which agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with or in contemplation of with, such acquisition, merger, consolidation or transaction); provided that, for purposes of this clause (5), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, if a Person other than the PersonIssuer is the Successor Company 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 the Issuer or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;
(6) any transfer of, agreement to transfer, option or right with respect to, or the Lien on, any property or assets of the PersonIssuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, so acquired; provided thatincluding without limitation, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture customary restrictions with respect to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements a Subsidiary pursuant to an agreement that has been entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary the Capital Stock or assets of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other dispositionSubsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing 7) Secured Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 pursuant to Sections 4.10 and 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such LienIndebtedness;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) 8) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to Section 4.10;
(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;
(12) any encumbrances or restrictions pursuant to any agreement, instrument or obligation (a “Refinancing Agreement”) effecting an extension, renewal, increase, refunding, replacement or refinancing of any contract, instrument or obligation referred to in Section 4.15(b)(1) through (11) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement, restatement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Holders than encumbrances and restrictions contained in the terms Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Issuer);
(13) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to any Securitization Subsidiary;
(14) any encumbrance or restriction in connection with Non-Recourse Product Financing Indebtedness permitted or Non-Recourse Acquisition Financing Indebtedness;
(15) any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to be incurred under Section 4.10which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary;
(17) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(18) any encumbrances or restrictions are no more restrictive, arising in connection with cash or other deposits permitted under Section 4.12;
(19) any encumbrance or restriction that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or such Restricted Subsidiary;
(20) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; or
(21) an agreement or instrument relating to any Indebtedness incurred subsequent to the Issue Date (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole, whole are not materially less favorable to the Holders than the terms encumbrances and restrictions contained in the most restrictive, together or individually of the Credit Facilities as agreements in effect on the Issue Date;
Date (13as determined in good faith by the Issuer) restrictions that are or (ii) if such encumbrance or restriction is not materially more restrictive, taken as a whole, disadvantageous to the Holders than is customary provisions in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines in good faith that the management of the Company determines, at the time of such financing, encumbrance or restriction will not materially impair affect the Issuers’ Issuer’s ability to make principal or interest payments as required under on the Notes; and
Notes or (14y) any encumbrances such encumbrance or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restriction applies only if a default occurs in respect of a payment or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect financial covenant relating to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 2 contracts
Samples: Indenture (Warner Music Group Corp.), Indenture (Warner Music Group Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date Date, (including, without limitation, Indebtedness under any b) the New Credit Agreement as in effect as of the Credit Facilities) Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, that the Consolidated EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5f) by reason of customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practices;
, (6g) purchase money obligations 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 (ciii) above on the property so acquired, (h) agreements relating to the financing of the preceding paragraph;
acquisition of real or tangible personal property acquired after the Issue Date, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (7i) any agreement restriction or encumbrance in the nature of clause (iii) above contained in contracts for the sale or other disposition of a Restricted Subsidiary assets permitted by this Indenture in respect of the Company that restricts distributions by assets being sold pursuant to such Restricted Subsidiary pending its sale contract, or other disposition;
(8) j) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (RBX Corp), Indenture (RBX Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing agreements relating to Indebtedness as in effect on as of the Issue Date (includingDate, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, agreements relating to Indebtedness as in effect on the Issue Date;
, (2) this Supplemental Indenture and the Notes;
(3b) applicable law, rule, regulation or order;
(4c) any instrument governing Indebtedness Acquired 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 to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired; , provided that, that such Person is not taken into account in the case of Indebtedness, determining on a pro forma basis whether such Indebtedness acquisition subject to such Acquired Debt was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5d) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6e) 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 (ciii) of above on the preceding paragraph;
property so acquired, and (7f) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Df Special Holdings Corp), Indenture (Delta Financial Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (includingMarch 12, without limitation, Indebtedness under any of the Credit Facilities) 1998 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
March 12, 1998, (2b) this Supplemental Indenture, the Subordinated Notes, the Senior Secured Discount Notes Indenture and the Senior Secured Discount Notes;
, (3c) applicable law, rule, regulation or order;
(4d) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5e) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6f) 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 (ciii) above on the property so acquired, (g) restrictions relating to a Restricted Subsidiary formed for the sole purpose of the preceding paragraph;
engaging in accounts receivable financing, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
sale, (8) i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
refinanced and (9j) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 2 contracts
Samples: Indenture (Sf Holdings Group Inc), Indenture (Sf Holdings Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refi- nancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Credit Agreement as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as restrictive on a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person (including any Subsidiary of the Person), so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment and net worth provisions in leases, franchise agreements and leases or other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens customary restrictions in Capital Lease Obligations, security agreements or mortgages securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its a Restricted Subsidiaries Subsidiary to dispose the extent such restrictions restrict the transfer of the assets property subject to such Lien;
Capital Lease Obligations, security agreements or mortgages, (10j) provisions customary restrictions with respect to an agreement that has been entered into for the sale or disposition or distribution of assets or property in joint venture agreements and other similar agreements;
Capital Stock held by the Company or any Restricted Subsidiary, (11k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary restrictions contained in any agreements or documentation governing Indebtedness or preferred stock issued pursuant to clause (xi) of Section 4.12 hereof and (l) the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than Warrant Agreement and the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingShareholders Agreement.
Appears in 2 contracts
Samples: Indenture (Massic Tool Mold & Die Inc), Credit Agreement (Massic Tool Mold & Die Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesGuarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture;
(10) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) : agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) date of this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) Indenture; 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 to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) ; Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness ; Non-Recourse Debt or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right encumbrances, restrictions or contractual requirements of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions a Securitization Subsidiary in connection with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 2 contracts
Samples: Facility Agreement (Navios Maritime Holdings Inc.), Facility Agreement (Navios Maritime Holdings Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2ii) this Supplemental Indenture and the Notes;
, (3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5v) customary non-assignment provisions in leases, franchise agreements licenses and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6vi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph;
above, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition;
, (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (9ix) agreements entered into with respect to Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
, (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14xii) any encumbrances or restrictions Receivables Program, and (xiii) any restriction imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings pursuant to contracts for the sale of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole assets with respect to such encumbrance and other restrictions than those prior the transfer of the assets to be sold pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcontract.
Appears in 2 contracts
Samples: Indenture (Amkor Technology Inc), Indenture (Amkor Technology Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the Issue Date;
date, (2c) this Supplemental Indenture and the Debentures, and the Senior Note Indenture and the Senior Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries to dispose of the their respective properties or assets subject to such Lien;
or (10k) provisions any restriction with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth a Subsidiary imposed by customers under contracts pursuant to an agreement entered into in for the ordinary course sale or disposition of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together all or individually substantially all of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time Capital Stock or assets of such financing, will not materially impair Subsidiary pending the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances closing of such sale 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 2 contracts
Samples: Indenture (Finlay Enterprises Inc /De), Indenture (Finlay Enterprises Inc /De)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a1) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock 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; provided, that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall in the first paragraph of this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of:
(1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements contractual encumbrances or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date, including pursuant to any Existing Indebtedness and the related documentation (including any Credit Facilities that are refinanced with the net proceeds from the issuance of the Notes on the Issue Date) and any Hedging Obligations and the related documentation;
(2b) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3c) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions of this Indenture;
(d) applicable law, law or any applicable rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock Stock, or any other agreement relating to any property 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 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, or the property or assets of the Person or such Person’s subsidiaries, so acquired; provided provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) restrictions of the nature described in clause (3) above by reason of customary non-assignment provisions in leasescontracts, franchise agreements agreements, licenses and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6g) 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 (c3) of above on the preceding paragraphproperty so acquired;
(7h) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary all or substantially all of the Company that restricts distributions by Capital Stock or assets of such Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements relating to Sale/Leaseback Transactions, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11j) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12l) restrictions contained in the terms any instrument governing Indebtedness of Indebtedness permitted to be incurred under Section 4.10a Foreign Subsidiary; provided that such restrictions are no more restrictive, taken as a whole, than Indebtedness was otherwise permitted by the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Datethis Indenture to be incurred;
(13m) any encumbrance or restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determinestype referred to in clauses (1), at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(142) any encumbrances or restrictions and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1a) through (13l) above; provided provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive taken as a whole with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(n) restrictions imposed by law.
Appears in 2 contracts
Samples: Indenture (Global Geophysical Services Inc), Indenture (Global Geophysical Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Borrower or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Borrower or any of its Restricted SubsidiariesSubsidiary;
(bii) make loans or advances to the Company Borrower or any of its Restricted SubsidiariesSubsidiary; or
(ciii) transfer any of its properties or assets to the Company Borrower or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing agreements governing Indebtedness of any Restricted Subsidiary outstanding on the Restatement Date as set forth on Schedule 6.01(b) and Credit Facilities as in effect on the Issue Restatement Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Restatement Date;
(2) this Supplemental Indenture Agreement and the NotesLoans;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Personperson, or the property or assets of the Personperson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (ciii) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 this Agreement that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of Borrower, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12) restrictions contained in the terms of agreements governing Indebtedness permitted to be incurred under pursuant to Section 4.106.01; provided that the provisions relating to such restrictions are no more restrictiveencumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to Opco or Holdings, as applicable, as determined by the Board of Directors of the Opco or Holdings, as applicable, in its reasonable and good faith judgment, than the terms provisions contained in the most restrictive, together or individually of the Credit Facilities Agreement as in effect on the Issue Restatement Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Loan Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
(1i) this Indenture, the Notes and the Note Guarantees;
(ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of the indenture;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4iii) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (c) of the preceding paragraphSection 5.08;
(7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9vi) applicable law rule, regulation or order;
(vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(viii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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 entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1i) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any of ii) the Senior Credit Facilities) Facilities and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictiveand other agreements are, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessSenior Credit Facilities, (iii) this Indenture as in effect on the Issue Date;
(2) this Supplemental Indenture date hereof, the Notes and the Notes;
Subsidiary Guarantees, (3iv) applicable law, rule, regulation or order;
(4v) 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 to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5vi) by reason of customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6vii) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) of above on the preceding paragraph;
property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, whole than those contained in the agreements governing the Indebtedness being refinanced;
, (9ix) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
Indebtedness, (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, and (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14xii) any encumbrances agreement for the sale or restrictions imposed other disposition of a Restricted Subsidiary that restricts distributions by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements that Restricted Subsidiary pending its sale or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 2 contracts
Samples: Indenture (Spanish Broadcasting System of Puerto Rico Inc /Pr/), Indenture (Spanish Broadcasting System Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its such Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors;
(b2) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that are Guarantors; or
(c3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. Subsidiaries that are Guarantors; provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction.
(b) However, the preceding restrictions shall Section 4.15(a) will not apply to encumbrances or restrictions consisting of, or existing under or by reason of:
(1) Existing Indebtedness as contractual encumbrances or restrictions in effect (x) pursuant to any Credit Agreement, the Existing Unsecured Notes, any Hedging Obligations, or any related documents or (y) on the Issue Date (Date, including, without limitation, pursuant to Existing Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Daterelated documentation;
(2) this Supplemental Indenture Indenture, the Notes and the NotesGuarantees;
(3) purchase money obligations that impose encumbrances or restrictions on a property so acquired;
(4) applicable law, law or any applicable rule, regulation or order;
(45) any agreement or other instrument governing of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company Issuer or any of its Restricted Subsidiaries Subsidiary, or which agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition from such Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with or in contemplation of with, such acquisition, merger, consolidation or transaction); provided that, for purposes of this clause (5), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, if a Person other than the PersonIssuer is the Successor Company 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 the Issuer or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;
(6) any transfer of, agreement to transfer, option or right with respect to, or the Lien on, any property or assets of the PersonIssuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, so acquired; provided thatincluding without limitation, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture customary restrictions with respect to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements a Subsidiary pursuant to an agreement that has been entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary the Capital Stock or assets of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other dispositionSubsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing 7) Secured Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 pursuant to Sections 4.10 and 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such LienIndebtedness;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) 8) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to Section 4.10;
(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;
(12) any encumbrances or restrictions pursuant to any agreement, instrument or obligation (a “Refinancing Agreement”) effecting an extension, renewal, increase, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 4.15(b)(1) through (11) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement, restatement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Holders than encumbrances and restrictions contained in the terms Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Issuer);
(13) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to any Securitization Subsidiary;
(14) any encumbrance or restriction in connection with Non-Recourse Product Financing Indebtedness permitted or Non-Recourse Acquisition Financing Indebtedness;
(15) any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to be incurred under Section 4.10which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary;
(17) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(18) any encumbrances or restrictions are no more restrictive, arising in connection with cash or other deposits permitted under Section 4.12;
(19) any encumbrance or restriction that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or such Restricted Subsidiary;
(20) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; or
(21) an agreement or instrument relating to any Indebtedness incurred subsequent to the Issue Date (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole, whole are not materially less favorable to the Holders than the terms encumbrances and restrictions contained in the most restrictive, together or individually of the Credit Facilities as agreements in effect on the Issue Date;
Date (13as determined in good faith by the Issuer) restrictions that are or (ii) if such encumbrance or restriction is not materially more restrictive, taken as a whole, disadvantageous to the Holders than is customary provisions in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines in good faith that the management of the Company determines, at the time of such financing, encumbrance or restriction will not materially impair affect the Issuers’ Issuer’s ability to make principal or interest payments as required under on the Notes; and
Notes or (14y) any encumbrances such encumbrance or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restriction applies only if a default occurs in respect of a payment or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect financial covenant relating to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 2 contracts
Samples: Indenture (Warner Music Group Corp.), Indenture (Warner Music Group Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries;
; (biii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(civ) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However; or (v) guarantee the obligations of the Company evidenced by the Notes or any renewals, the preceding restrictions shall not apply to refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
of (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3a) applicable law, rule, regulation or order;
(4b) any instrument governing Indebtedness or Capital Stock of a Person or any property or other asset acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5c) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6d) 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 (civ) of above on the preceding paragraph;
property so acquired, (7e) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing IndebtednessDebt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, or (9f) Liens securing any Purchase Money Note, or other Indebtedness or other obligations otherwise permitted to be contractual requirements incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted a Qualified Receivables Transaction relating to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingReceivables Subsidiary.
Appears in 2 contracts
Samples: Indenture (Delta Mills Inc), Indenture (Delta Woodside Industries Inc /Sc/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiary;
(bii) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiary; or
(ciii) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the Subsidiary.
(b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary provisions (including non-assignment provisions provisions) contained in leases, franchise subleases, licenses or asset sale agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (ca)(iii) of the preceding paragraphthis Section 4.08;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary (including a sale of the Company its Capital Stock or its assets) that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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 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;
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12xii) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions contained that, taken as a whole, are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the terms Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date (including this Indenture, the Credit Agreement and the Senior Interim Loan Credit Agreement);
(xiii) Indebtedness of Indebtedness any Foreign Subsidiary permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes4.09(b)(xxii); and
(14xiv) any encumbrances or restrictions of the type referred to in clauses (a)(i), (a)(ii) and (a)(iii) of this Section 4.08 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (13xiii) above; provided provided, however, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersParent’s Board of Directors, not materially more restrictive taken as a whole with respect less favorable to the Holders of the Notes than encumbrances and restrictions contained in such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpredecessor agreements.
Appears in 2 contracts
Samples: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (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 Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminating agreements, or similar operational agreements or in licenses or leases, franchise agreements and other commercial agreements in each case licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictiveany instrument governing Indebtedness of an FERC Subsidiary, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect Indebtedness was otherwise permitted by this Indenture to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.be incurred
Appears in 2 contracts
Samples: Indenture (Regency Energy Partners LP), Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; provided that such Acquired Indebtedness as was permitted by the terms of this Indenture to be incurred;
(5) the Debt Facility in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are either (i) contained in, or not materially more restrictive than those contained in, the Debt Facility in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Existing Indenture;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(9) any agreement or instrument governing Capital Stock of any Person that is acquired;
(10) any Purchase Money Note or other Indebtedness or other contractual requirements in connection with a Qualified Securitization Transaction;
(11) other Indebtedness outstanding on the Issue Date or permitted to be incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred;
(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 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 (4) and (6) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in 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 to the extent such Indebtedness Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Eleventh Supplemental Indenture (Central Garden & Pet Co), Seventh Supplemental Indenture (Central Garden & Pet Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts or leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Icon Health & Fitness Inc), Indenture (Icon Health & Fitness Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company an Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary;
(b) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or
(c) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this First Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, those agreements as in effect on the Issue Datedate of this First Supplemental Indenture;
(2ii) this First Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this First Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions only on the that property so acquired of the nature described in clause (c) of the preceding paragraphabove;
(7vii) contracts for the sale of assets, including without limitation any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.08 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) 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;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Supplemental Indenture (Entercom Radio LLC), First Supplemental Indenture (Entercom Communications Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly (a) Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary (other than any Restricted Subsidiaries that guarantee the Notesan Excluded Subsidiary) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries);
(bii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or
(ciii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries. However, the preceding ).
(b) The restrictions in Section 6.05(a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) this Agreement and other agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Closing Date;
(2ii) this Supplemental Indenture the Senior Notes Documents, the Additional Senior Notes Documents and any documents relating to the Senior Secured Notes;
(3iii) applicable law, rule, regulation or order;
(4iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses;
(v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii);
(vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements;
(x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business;
(xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the any Exchange Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Cco Holdings Capital Corp), Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) ACEP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company ACEP or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company ACEP or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company ACEP or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company ACEP or any of its Restricted Subsidiaries. However, the preceding restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as agreements in effect on the Issue Acquisition Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements; provided, provided however, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Acquisition Date;
(2) this Supplemental Indenture Indenture, the Notes, the Note Guarantees, the Credit Facilities and the NotesCollateral Documents;
(3) applicable law, rule, regulation rule or orderorder of an applicable governmental body;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company ACEP or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;4.12; and
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Stratosphere Leasing, LLC), Indenture (American Real Estate Partners L P)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment or change in control provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) the license of any intellectual property of the Company or any of its Restricted Subsidiaries;
(7) the release, waiver or novation of contractual, indemnification, or other legal rights;
(8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(79) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) 10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(911) Permitted Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1012) provisions with respect to 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 entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;; and
(1113) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Tercentenary Holdings, Corp.), Indenture (Surgical Specialties UK Holdings LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or Credit Facilities as in effect or which come into effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided of those agreements; PROVIDED that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect not materially less favorable to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessHolders of Notes, as determined by the Company's Board of Directors in effect on the Issue Datetheir reasonable and good faith judgment;
(2) this Supplemental Indenture Indenture, the Notes, the Mirror Notes, the Mirror Note Guarantees, the Subsidiary Guarantees and the NotesMirror Note Pledge Agreements;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness, including any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments and obligations referred to in this Section 4.08; provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictivenot materially less favorable to Holders of Notes, taken as a whole, than those contained determined by the Company's Board of Directors in the agreements governing the Indebtedness being refinancedtheir reasonable and good faith judgment;
(9) agreements existing on the Issue Date;
(10) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) is not a Guarantor to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions set forth in Section 4.15(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or orderorder or governmental license, permit or concession;
(4) 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 to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.15(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary 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 shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 2 contracts
Samples: Secured Loan Agreement (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, and the Notesrelated Note Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practicescustomary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or capital stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or capital stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements 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;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 2 contracts
Samples: Supplemental Indenture (Corrections Corp of America), Supplemental Indenture (Cca Properties of America LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
(1i) this Indenture, the Notes and the Note Guarantee;
(ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4iii) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (c) of the preceding paragraphSection 5.09(iii);
(7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9vi) applicable law rule, regulation or order;
(vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(viii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition;
(ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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 entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) the Credit Facility and the Foreign Credit Facilities in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are either (i) contained in the Credit Facility or the Foreign Credit Facilities in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holders of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(9) any agreement or instrument governing Capital Stock of any Person that is acquired;
(10) any Purchase Money Note or other Indebtedness or other contractual requirements in connection with a Qualified Securitization Transaction;
(11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued;
(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 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 (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancings are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in 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 to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Jarden Corp), First Supplemental Indenture (Jarden Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (includingDate, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Indebtedness as in effect on the Issue Date;
, (2b) this Supplemental Indenture and the Notes;
, (3c) applicable law, rule, regulation or order;
(4d) 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 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, or the property or assets of the Person, so acquired; provided that, in the case (e) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practices;
, (6f) purchase money obligations 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 (ciii) above on the property so acquired, (g) agreements relating to the financing of the preceding paragraph;
acquisition of real or tangible personal property acquired after the Issue Date, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (7h) any agreement restriction or encumbrance in the nature of clause (iii) above contained in contracts for the sale or other disposition of a Restricted Subsidiary assets permitted by this Indenture in respect of the Company that restricts distributions by assets being sold pursuant to such Restricted Subsidiary pending its sale contract, or other disposition;
(8) Permitted i) Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions only on the that property so acquired of the nature described in clause (c) of the preceding paragraphabove;
(7vii) contracts for the sale of assets, including without limitation any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) 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;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Entravision Communications Corp), Indenture (Radio One Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Section 4.10 Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock, provided that the Company or any of its Restricted Subsidiaries may incur Indebtedness or the Company may issue Disqualified Stock and Restricted Subsidiaries may issue Preferred Stock if the Leverage Ratio of the Company and its Restricted Subsidiaries would have been not greater than 6.0 to 1.0 and in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter. The first paragraph of this Section 4.10 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):
(1) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate principal amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (1) for all Credit Facilities of the Company and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to $1,500.0 million;
(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (including Indebtedness outstanding under Credit Facilities on the Issue Date);
(3) the incurrence on the Issue Date by the Company and its Restricted Subsidiaries of Indebtedness represented by the Notes (other than any Additional Notes);
(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) of Productive Assets of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed the greater of (i) $300.0 million and (ii) 5.0% of Consolidated Net Tangible Assets at any time outstanding pursuant to this clause (4);
(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted by this Supplemental Indenture to be incurred under this clause (5), the first paragraph of this Section 4.10 or clauses (2), (3), (9) or (12) of this second paragraph;
(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided that:
(a) if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);
(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);
(8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.10;
Appears in 2 contracts
Samples: Second Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) the indenture governing the Existing Indebtedness Notes, the Credit Agreement and the First Lien Notes Indenture as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture and the Notesother Notes Documents;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) any restriction that restricts in a customary non-manner the subletting, assignment provisions in leasesor transfer of any property, franchise agreements and right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other commercial agreements entered into in the ordinary course of business and consistent with past practicessimilar contract;
(6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (ciii) of the preceding paragraphSection 3.6(a) above;
(7vii) any agreement for the sale or other disposition of restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the Company that restricts distributions by direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending its the closing of such sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition;
(x) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture and the other Notes Documents;
(xi) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture;
(xii) encumbrances securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of the covenant described under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10xiii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(11xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Venoco, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness Debt as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Credit Facility as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not more restrictive, restrictive taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
date hereof (2as determined by the Board of Directors of the Company in its reasonable and good faith judgment), (c) this Supplemental the Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument 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 to the extent such Indebtedness Debt 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, or the property or assets of the Person, so acquired; , provided that, in the case of IndebtednessDebt, such Indebtedness Debt was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, restricting assignment or restricting transfers of non-cash assets, (6g) purchase money obligations 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 clauses (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not more restrictive, restrictive taken as a whole, whole than those contained in the agreements governing the Indebtedness Debt being refinanced;
refinanced (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit as determined by the right Board of Directors of the Company in its reasonable and good faith judgment), (i) contracts for the sale of assets, or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10j) customary provisions in agreements with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingPermitted Joint Ventures.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Share Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided PROVIDED that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Share 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 to the extent such Indebtedness or Share Capital 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, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets of the Company Issuer or Restricted Subsidiary that restricts distributions by such that Restricted Subsidiary or such assets pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.11 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) 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 agreementsagreements 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 contained Indebtedness or other contractual requirements of a Receivables Subsidiary in the terms of Indebtedness permitted to be incurred under Section 4.10; provided connection with a Qualified Receivables Transaction, PROVIDED that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;apply only to such Receivables Subsidiary; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed required by any amendmentsgovernmental, modifications, restatements, renewals, increases, supplements, refundings, replacements local or refinancings regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary or any of their businesses in connection with any development made or other assistance provided to the contracts, instruments Issuer or obligations referred to in clauses (1) through (13) above; provided that any Restricted Subsidiary by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinggovernmental authority.
Appears in 1 contract
Samples: Indenture (Sanitec International Sa)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent Guarantor shall not, directly or indirectlyand shall not permit any of its Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Parent Guarantor or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, profits (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 Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock);
(ii) pay any Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesNote Guarantor;
(biii) make any loans or advances to the Company Parent Guarantor or any of its Restricted Subsidiaries; or
(civ) sell, lease or transfer any of its properties or assets to the Company Parent Guarantor or any of its Restricted Subsidiaries. However, provided that it being understood that (A) the preceding restrictions priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock; (B) the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary; and (C) the provisions contained in documentation governing Indebtedness requiring transactions between or among the Parent Guarantor and any Restricted Subsidiary or between or among any Restricted Subsidiary to be on fair and reasonable terms or on an arm’s length basis, in each case, shall not be deemed to constitute such an encumbrance or restriction.
(b) The provisions of Section 4.05(a) shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1i) Existing Indebtedness as with respect to existing agreements in effect on the Issue Date (includingDate, without limitationor in the Notes, Indebtedness under any of the Credit Facilities) Note Guarantees, this Indenture, the Security Documents, the Intercreditor Agreements and any amendmentsextensions, modifications, restatementsrefinancings, renewals, increases, supplements, refundings, amendments or replacements or refinancings thereof, ; provided that the encumbrances and restrictions in any such amendmentsextension, modificationsrefinancing, restatementsrenewal, renewalssupplement, increases, supplements, refundings, replacements amendment or refinancings replacement are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as encumbrances or restrictions that are then in effect on the Issue Dateand that are being extended, refinanced, renewed, supplemented, amended or replaced;
(2ii) this Supplemental Indenture and the Notes;
(3) existing under or by reason of applicable law, rule, regulation regulation, license, concession, approval, decree or orderorder issued by any government or any agency thereof;
(4iii) with respect to any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired acquired, directly or indirectly, by the Company or any of its Restricted Subsidiaries Parent Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred not entered into 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, Person other than the Person, or the property or and assets of the Person, so acquired, and any extensions, refinancings, renewals, supplements, amendments or replacements thereof; provided thatthat the encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacement are not materially more restrictive, taken as a whole, than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replaced;
(iv) that (A) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license, (B) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to, any property or assets of the Parent Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) do not relate to any Indebtedness, and that do not, individually or in the case aggregate, detract from the value of Indebtednessproperty or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor or any Restricted Subsidiary;
(v) 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 Indebtedness was Restricted Subsidiary that is permitted by Section 4.03 and Section 4.06;
(vi) 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 Supplemental Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to be incurredany Person or the property or assets of any Person other than such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancings, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacement, taken as a whole, are no more restrictive in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replaced;
(5vii) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) imposed pursuant to any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiverestrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11viii) restrictions on cash, cash equivalents, marketable securities, investment grade securities or other deposits or net worth imposed by insurers, sureties, bonding companies, customers or suppliers under contracts entered into in the ordinary course of business;
(12ix) restrictions contained arising from provisions in joint venture agreements and other similar agreements if, as determined by the terms Board of Indebtedness permitted to be incurred under Section 4.10; provided that such Directors in good faith, the encumbrances or restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually (i) customary for such types of the Credit Facilities as in effect on the Issue Date;
agreements and (13ii) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determineswould not, at the time agreed to, be expected to materially and adversely affect the ability of the Issuer to make required payments on the Notes;
(x) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness permitted under Section 4.03 if, as determined by the Board of Directors, the encumbrances or restrictions (A) are customary for such financingtype of agreement and (B) would not, will not at the time agreed to, be expected to materially impair and adversely affect the Issuers’ ability to make required payments as required under on the Notes; andor
(14xi) any encumbrances or restrictions imposed by 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole Permitted Securitization Document with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany Special Purpose Securitization Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingdate of this Indenture, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees and the Collateral Documents;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business Purchase Money Obligations and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (cSection 4.08(a)(3) of hereof; provided, that such encumbrances and restrictions relate only to the preceding paragraphassets financed with such Indebtedness;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise Banking Services Obligations and Hedging Obligations;
(10) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering any of the items being collected upon;
(11) Liens permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1012) provisions with respect to 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 entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(1113) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any such encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings restricting consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the contracts, instruments lease or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingproperty leased thereunder.
Appears in 1 contract
Samples: Indenture (TB Wood's INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes, the Exchange Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;Liens; and
(10) 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;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Neomarkers Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) PES will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company PES or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company PES or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company PES or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company PES or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the and Credit Facilities) Facilities and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided provided, that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue DateDate (as determined in good faith by the Board of Directors);
(2) this Supplemental the Indenture and the NotesDocuments;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company PES or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company PES that restricts distributions distributions, loans or advances by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged (as determined in good faith by the Board of Directors of PES);
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property or equity interests in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business or (b) with the approval of PES’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;; and
(12) restrictions contained in any instrument governing Indebtedness of a Foreign Subsidiary; provided, that such Indebtedness was permitted by the terms of Indebtedness permitted this Indenture to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingincurred.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary that is not a Subsidiary Guarantor to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock Stock, or (b) pay any indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on Indebtedness, (b) the Issue Date (includingNew Credit Facility, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are substantially no more restrictive, restrictive when taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case (f) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment or net worth provisions in leases, franchise agreements and other commercial agreements leases or licenses entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive, restrictive when taken as a whole, whole than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness any instrument or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of agreement governing Indebtedness permitted to be incurred under Section 4.10; provided this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (j) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction, (k) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that such restrictions are no more restrictive, taken as a whole, than has been entered into for the terms contained in the most restrictive, together sale or individually disposition of all or substantially all of the Credit Facilities as in effect on the Issue Date;
Capital Stock or assets of such Restricted Subsidiary or (13l) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances joint venture agreements 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock Equity Interests to the Company Parent or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Parent or any of its Restricted Subsidiariesother Subsidiary;
(b) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries; orother Subsidiary;
(c) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiariesother Subsidiary; or
(d) guarantee the Parent’s or any Subsidiary’s Indebtedness. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) Existing Indebtedness as this Agreement;
(ii) any Credit Facility (including the Senior Secured Credit Agreement) and any other agreements in effect on the Issue Closing Date (including, without limitation, or subsequent agreements relating to such Indebtedness under any of the Credit Facilities) Parent or any Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue DateClosing Date unless in the good faith determination of the Board of Directors, such restrictions are not likely to result in the Borrower being unable to make scheduled payments of principal and interest hereunder as they come due;
(2) this Supplemental Indenture and the Notes;
(3iii) applicable law, rulerules, regulation or orderregulations and orders;
(4iv) any instrument governing Indebtedness or Capital Stock Equity Interests 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
(5v) customary non-assignment provisions in leasescontracts, franchise agreements licenses and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphthis Section 6.05;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all of the Company its assets that restricts distributions by such Restricted of assets by, or Equity Interests of, that Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 6.03 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11x) restrictions on cash or other deposits or net worth imposed by customers (including governmental entities) under contracts entered into in the ordinary course of business;
(12xi) restrictions contained provisions limiting the disposition or distribution of assets or property in joint venture agreements, Asset Sale agreements, sale and leaseback transactions, stock sale agreements and other similar agreements entered into in the terms ordinary course of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than business or with the terms contained in the most restrictive, together or individually approval of the Credit Facilities Parent’s or Borrower’s Board of Directors (as in effect on applicable), which limitation is applicable only to the Issue Dateassets that are the subject of such agreements;
(13xii) any encumbrance or restriction on the Parent’s ability or the ability of any Subsidiary to transfer its interest in any Investment not prohibited by Section 6.02 hereof;
(xiii) customary 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;
(xiv) any other agreement governing Indebtedness or Disqualified Equity Interests entered into after the Closing Date that contains encumbrances and restrictions that are not materially more restrictive, taken as a whole, restrictive than customary provisions in comparable financings and that the management would be permitted by clause (ii) of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; andthis paragraph;
(14xv) restrictions created in connection with 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areQualified Securitization Financing that, in the good faith judgment determination of the IssuersBoard of Directors of the Parent or the Borrower (as applicable), not materially are necessary or advisable to effect such Qualified Securitization Financing; and
(xvi) agreements pursuant to any tax sharing arrangement between the Parent and any one or more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement of direct or refinancingindirect Subsidiaries of the Parent.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) contracts for the sale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) 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 agreementsagreements 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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Block Communications Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) the indenture governing the Existing Indebtedness Notes, the Credit Agreement and the Second Lien Notes Indenture as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture and the Notesother Notes Documents;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) any restriction that restricts in a customary non-manner the subletting, assignment provisions in leasesor transfer of any property, franchise agreements and right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other commercial agreements entered into in the ordinary course of business and consistent with past practicessimilar contract;
(6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (ciii) of the preceding paragraphSection 3.6(a) above;
(7vii) any agreement for the sale or other disposition of restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the Company that restricts distributions by direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending its the closing of such sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition;
(x) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture and the other Notes Documents;
(xi) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture;
(xii) encumbrances securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of the covenant described under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10xiii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(11xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Venoco, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2ii) this Supplemental Indenture and the Notes and the Senior Subordinated Notes Indenture and the Senior Subordinated Notes;
, (3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5v) customary non-assignment provisions in leases, franchise agreements licenses and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6vi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph;
above, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition;
, (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions agreements entered into with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.to
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Senior Credit Facility as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Senior Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture the Notes and the Notes;
Subsidiary Guarantees, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.such
Appears in 1 contract
Samples: Supplemental Indenture (Windmere Durable Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its the Company Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its the Company's Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its the Company's Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Datedate hereof;
(2) this Supplemental Indenture Indenture, the Series A Notes, the Subsidiary Guarantees, the Series B Notes and the NotesGuarantees thereof;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements licenses, contracts and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) customary provisions under Indebtedness of any Foreign Subsidiary permitted to be incurred under this Indenture;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictive, taken as created in connection with a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Samples: Indenture (Scotts Company)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted the Company's Subsidiaries to (other than any Restricted Subsidiaries that guarantee the Notesi) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries;
; (b) make ii)make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) iii)sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However; or (iv)guarantee the obligations of the Company evidenced by the Notes or any renewals, the preceding restrictions shall not apply to refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
, (3b) applicable law, rule, regulation or order;
(4c) 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 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, or the property or assets of the Person, so acquired; , provided that, that the Consolidated Net Income of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Supplemental Indenture the Indenture, (d) any document or instrument governing Indebtedness incurred pursuant to be incurred;
clause (5vi) customary non-assignment provisions in leasesor (vii) of the second paragraph of Section 3.13, franchise agreements and other commercial agreements entered into in provided that any such restriction contained therein relates only to the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property asset or assets constructed or acquired in the ordinary course connection therewith, or (e) Permitted Refinancing Indebtedness of business that impose restrictions on the property so acquired of the nature Indebtedness described in clause (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; hereof, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under . 48 -70- Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing3.16.
Appears in 1 contract
Samples: Indenture Agreement (Dimon Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modificationsmodifi- cations, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Third Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1r) Existing Indebtedness as in effect on the Issue Date Date, (including, without limitation, Indebtedness under any s) the Credit Facility as in effect as of the Credit Facilities) Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
, (2t) this Supplemental Indenture and the Notes;
, (3u) applicable law, rule, regulation or order;
(4v) 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 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, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Section 4.9 hereof to be incurred;
, (5w) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (6x) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale, (y) 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 (ciii) of above on the preceding paragraph;
property so acquired, or (7z) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided Indebtedness with respect to any indebtedness referred to in clauses (r), (t) and (v) above, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date Date, (including, without limitation, Indebtedness under any b) the New Credit Agreement as in effect as of the Credit Facilities) Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
, (2c) this Supplemental Indenture Indenture, the Notes and the Notes;
Subsidiary Guarantees, (3d) applicable law, rule, regulation or order;
(4e) any instrument regarding the sale, lease or purchase of any asset or 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 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, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses or leases entered into in the ordinary course of business and consistent with past practices;
, (6g) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (ciii) of above on the preceding paragraph;
property so acquired, or (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Wavetek U S Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (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 by it to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries. Howeverthe Company, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness the Credit Facility as in effect on the Issue Date (including, without limitation, Indebtedness under any as of the Credit Facilities) date of this Exchange Debenture Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofthereof or any other Credit Agreement, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or refinancings any other Credit Agreements are no more restrictive, restrictive taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
date of this Exchange Debenture Indenture, (2b) this Supplemental Exchange Debenture Indenture and the Notes;
Exchange Debentures, (3c) applicable law, rule, regulation or order;
(4d) 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 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness or Disqualified Stock was permitted by the terms of this Supplemental Exchange Debenture Indenture to be incurred;
, (5e) by reason of customary non-assignment provisions in leasesleases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6f) 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 (ciii) of above on the preceding paragraph;
property so acquired or (7g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Cumulus Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the New Credit Agreement as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, or (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Dyersburg Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of this Indenture in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Dollar Indenture, the Notes and the NotesSubsidiary Guarantees, the Exchange Notes and the related Subsidiary Guarantees, the Dollar Notes and the related subsidiary guarantees and the Dollar Exchange Notes and the related subsidiary guarantees;
(3) applicable law, rule, regulation or order;
(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 to the extent such that Indebtedness or Capital Stock was incurred in connection with or in contemplation of such that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such that Indebtedness was permitted to be incurred by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
(6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries a Person to dispose of the assets subject to such Lienthose Liens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(11) Indebtedness permitted to be incurred by clause (10) of Section 4.09(a) hereof;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Johnson Polymer Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Neither the Company shall notnor any Guarantor will, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Guarantor to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted SubsidiariesGuarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesGuarantor;
(b2) make loans or advances to the Company or any of its Restricted Subsidiariesthe Guarantors; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding Guarantor.
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities, and any collateral documents with respect thereto, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements; provided, provided however, that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most more restrictive Existing Indebtedness, as in effect on the Issue Dateof (x) those agreements and (y) this Indenture;
(2) this Supplemental Indenture Indenture, the Notes, the Note Guarantees and the NotesCollateral Documents;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries the Guarantors as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesor that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company Guarantor that restricts distributions by such Restricted Subsidiary that Guarantor pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the more restrictive of (x) the agreements governing the Indebtedness being refinancedrefinanced and (y) this Indenture, as determined in good faith by the Board of Directors of the Company;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to 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 entered into with the approval of the Company’s or a Guarantor’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(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 contained provisions limiting the disposition or distribution of assets in joint venture agreements entered into (i) in the terms ordinary course of business or (ii) with the approval of the Company’s or a Guarantor’s Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(13) net worth provisions in leases and other agreements entered into by the Company or any Guarantor in the ordinary course of business; or
(14) agreements governing Indebtedness permitted to be incurred under pursuant to Section 4.104.09 hereof; provided provided, however, that the Board of Directors of the Company determines in good faith (such determination to be evidenced by a resolution of the Board of Directors) that such encumbrances and restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions those in comparable financings the more restrictive of (x) the Xxxxxxx Credit Agreement (as in effect on the date of this Indenture) and that (y) this Indenture, and would not reasonably be expected to impair the management ability of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under of interest and scheduled payments of principal on the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuerseach case as and when due, not materially more restrictive taken as a whole with respect or to such encumbrance and other restrictions than those prior impair any Guarantor’s ability to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinghonor its Note Guarantee.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Senior Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Senior Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture the Notes and the Notes;
Subsidiary Guarantees, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition;
, (8) i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (9j) Liens securing Indebtedness or other obligations 40 46 otherwise permitted to be incurred under pursuant to Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
Indebtedness, (10k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business and (11l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (O Ray Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its (1) Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Bank Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as Bank Credit Facility in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Senior Subordinated Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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, or the property or assets of the Person, so acquired; provided that, in the case (f) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired and (7h) any agreement for the sale or other disposition of restrictions relating to a Restricted Subsidiary formed for the sole purpose of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained engaging in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such accounts receivable financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Fonda Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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 so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.06(a) above;
(7) 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 of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.05 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) 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 entered into (a) in the ordinary course of business, consistent with past practice or (b) 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;
(11) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to dispose be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.03; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of the assets subject to such LienCompany in good faith, than the provisions contained in the Credit Agreement and in this Supplemental Indenture as in effect on the Issue Date;
(1012) provisions the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with respect the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant Section 4.03 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to the disposition pay dividends or distribution of assets make any other distributions on its Capital Stock (other than requirements to pay dividends or property in joint venture liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(13) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and other similar documents and agreements;
(1114) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(15) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Supplemental Indenture; and
(16) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
of (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, and Indebtedness under any of the Credit Facilities) Facilities and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof Existing Indebtedness and Indebtedness under Credit Facilities, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive agreements governing the Existing Indebtedness, as in effect Indebtedness and Indebtedness under Credit Facilities on the Issue Date;
date of this Indenture, (2) the Partnership Parks Agreements, the Marine World Agreements or the Subordinated Indemnity Agreement, (3) the terms of any Indebtedness permitted by this Supplemental Indenture to be incurred by any Restricted Subsidiary of the Company, (4) this Indenture and the Notes;
, (35) applicable law, rule, regulation or order;
(46) 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 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, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (57) customary non-assignment provisions in leases, franchise agreements and licenses or other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
business, (6) 8) 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 (ciii) of above on the preceding paragraph;
property so acquired, (79) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
sale, (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(910) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries obligee to dispose of the assets subject to securing such Lien;
obligations, (1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business and (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Six Flags Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notesi) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date Closing Date, (including, without limitation, Indebtedness under any b) the New Credit Facility as in effect as of the Credit Facilities) Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Closing Date;
, (2c) this Supplemental Indenture and the Notes;
, any Guarantee thereof and this Indenture, (3d) applicable law, rule, regulation or order;
(4e) 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 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 Equity Interests, properties or assets of any Person, other than the Person, or the Equity Interests, property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.this
Appears in 1 contract
Samples: Indenture (Allied Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of this Indenture in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Euro Indenture, the Notes and the NotesSubsidiary Guarantees, the Exchange Notes and the related Subsidiary Guarantees, the Euro Notes and the related subsidiary guarantees and the Euro Exchange Notes and the related subsidiary guarantees;
(3) applicable law, rule, regulation or order;
(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 to the extent such that Indebtedness or Capital Stock was incurred in connection with or in contemplation of such that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such that Indebtedness was permitted to be incurred by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
(6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries a Person to dispose of the assets subject to such Lienthose Liens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(11) Indebtedness permitted to be incurred by clause (10) of Section 4.09(b) hereof;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Johnson Polymer Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, by its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to such encumbrances or restrictions existing under or by reason of:
(1A) Existing Indebtedness as in effect on this Indenture, the Issue Date (including, without limitation, Indebtedness under any of Notes or the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue DateCollateral Documents;
(2B) this Supplemental Indenture and the Notesapplicable law;
(3C) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock by reason of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases or contracts entered into in the ordinary course of business and consistent with past practicesbusiness;
(6D) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9E) the acquisition of the Capital Stock of any Person, or property or assets of any Person by the Company or any Restricted Subsidiary, if the encumbrances or restrictions (a) existed at the time of the acquisition and were not incurred in contemplation thereof and (b) are not applicable to any Person or the property or assets of any Person other than the Person acquired or the property or assets of the Person acquired;
(F) 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;
(G) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 FF&E Financing that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14H) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSecond Mortgage Notes.
Appears in 1 contract
Samples: Indenture (Windsor Woodmont Black Hawk Resort Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rulerules, regulation regulations or orderorder or governmental license, permit or concession;
(4) 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 to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Restricted Subsidiary incurred subsequent to the date of this Indenture pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Agreement in accordance with this covenant or (iii) if such encumbrance or restriction is customary 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 shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rulerules, regulation regulations or orderorder or governmental license, permit or concession;
(4) 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 to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Restricted Subsidiary incurred subsequent to the date of this Indenture pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Agreement in accordance with this covenant or (iii) if such encumbrance or restriction is customary 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 shall not adversely affect in any material respect the Company's ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements and other commercial agreements leases or licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to 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 entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) 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;
(13) agreements not described in clause (1) in effect on the date of this Indenture;
(14) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;
(15) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(16) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale;
(17) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(18) restrictions on the ability of any Foreign Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in the terms documentation governing Indebtedness of Indebtedness such Subsidiary permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesthis Indenture; and
(1419) 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 (1318) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in the good faith judgment of the IssuersBoard of Directors of the Company, not materially more restrictive taken as a whole with respect to such encumbrance and other whole, than the encumbrances or restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1i) Existing Indebtedness as in effect on the Issue Date Closing Date, (including, without limitation, Indebtedness under any ii) the Credit Facility as in effect as of the Credit Facilities) Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Closing Date;
, (2iii) this Supplemental Indenture Indenture, the Notes and the Notes;
Note Guarantees, (3iv) applicable law, rule, regulation or order;
(4v) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5vi) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
businesses, (6vii) 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 (c) of above on the preceding paragraph;
property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, or (9ix) Liens securing Indebtedness or other obligations otherwise permitted restrictions with respect to be incurred under Section 4.14 that limit the right a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or any disposition of its Restricted Subsidiaries to dispose all of the Capital Stock or all or substantially all of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary .
Appears in 1 contract
Samples: Indenture (Holmes Products Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) the Credit Facility and the Foreign Credit Facilities in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing either (i) contained in the Credit Facility or the Foreign Credit Facilities in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) are ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holders of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(9) any agreement or instrument governing Capital Stock of any Person that is acquired;
(10) any Purchase Money Note or other Indebtedness or other contractual requirements in connection with a Qualified Securitization Transaction;
(11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued;
(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 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 (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in 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 to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings 42 49 are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2b) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3c) applicable law, rule, regulation or order;
(4d) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5e) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) h) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9i) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10j) 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;agreements entered into in the ordinary course of business; and
(11k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Hercules Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(1411) any encumbrances or restrictions imposed by any amendmentscustomary provisions in joint venture agreements, modificationsasset sale agreements, 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, stock sale agreements and other similar agreements entered into in the good faith judgment ordinary course of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Samples: Indenture (Om Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall of Section 4.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, the Note Guarantees and the Notesother Note Documents;
(3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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 so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.09(a) hereof;
(7) 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 of the Company that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.13 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(109) provisions with respect to 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 entered into (a) in the ordinary course of business consistent with past practice or (b) with the approval of the Company’s Board of Directors, 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 taken as a whole are not materially more restrictive, as determined by the Board of Directors or the Company in good faith, than those provisions contained in the agreements governing Existing Indebtedness and the Credit Agreement, in each case as in effect on the Issue Date;
(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 distributions 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, bylaws, stockholders’ agreements and similar documents and agreements;
(13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(14) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture; and
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a1) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock 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; provided, that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall in Section 4.6(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as any Credit Facility in effect on after the Issue Date (including, without limitation, Indebtedness under any of to the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictiveextent its provisions, taken as a whole, are no more restrictive with respect to such dividend and dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facilities as in effect on the Issue Date;
(2) this Supplemental Indenture Indenture, the Securities, the Subsidiary Guarantees or any other indentures governing debt securities issued by the Company or any Guarantor that are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in this Indenture, the Securities and the NotesSubsidiary Guarantees;
(3) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions of this Indenture;
(4) applicable law, law or any applicable rule, regulation or order;
(45) any instrument governing Indebtedness or Capital Stock Stock, or any other agreement relating to any property 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 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, or the property or assets of the Person or such Person’s subsidiaries, so acquired; provided , provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(56) restrictions of the nature described in clause (3) of Section 4.6(a) by reason of customary non-assignment provisions in leasescontracts, franchise agreements agreements, licenses and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(67) 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 (c3) of Section 4.6(a) on the preceding paragraphproperty so acquired;
(7) 8) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary all or substantially all of the Company that restricts distributions by Capital Stock or assets of such Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) 9) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.3, and not in violation of Section 4.5(a), that limit the right of the debtor to dispose of assets securing such Indebtedness;
(10) Permitted Refinancing Indebtedness; Indebtedness in respect of Indebtedness referred to in clauses (1), (2), (5), (7) and (9) of this Section 4.6(b), provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiverestrictive with respect to such dividend, taken as a whole, distribution or other payment restrictions and loan or investment restrictions than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements relating to Sale/Leaseback Transactions, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(1112) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings instrument governing Indebtedness of the contracts, instruments or obligations referred to in clauses (1) through (13) abovea Foreign Subsidiary; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in Indebtedness was otherwise permitted by the good faith judgment terms of the Issuers, not materially more restrictive taken as a whole with respect this Indenture to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbe incurred.
Appears in 1 contract
Samples: Indenture (Key Energy Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
date of this Indenture, (2b) this Supplemental Indenture and the Senior Secured Discount Notes;
, (3c) applicable law, rule, regulation or order;
(4d) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5e) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6f) 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 (ciii) above on the property so acquired, (g) restrictions relating to a Restricted Subsidiary formed for the sole purpose of the preceding paragraph;
engaging in accounts receivable financing, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
sale, (8) i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
refinanced and (9j) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 1 contract
Samples: Indenture (Sf Holdings Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the New Senior Credit Facility as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednesssuch agreements, as in effect on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lienlien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Alltrista Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes, the Exchange Notes and the Notesrelated Note Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practices;customary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture.
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or capital stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or capital stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements 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;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company and Mission shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its the Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries. However, the The preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture and the Notes;
(3iii) applicable law, rule, regulation or order;
(4iv) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphabove;
(7vii) contracts for the sale of assets, including without limitation any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) 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 agreementsagreements entered into in the ordinary course of business;
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12xii) restrictions contained in agreements governing Indebtedness of the terms of Indebtedness Restricted Subsidiaries permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, and the Notesrelated Note Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practicescustomary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or capital stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or capital stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.13 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements 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;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Neither the Company shall notnor any Guarantor will, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Guarantor to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted SubsidiariesGuarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesGuarantor;
(b2) make loans or advances to the Company or any of its Restricted Subsidiariesthe Guarantors; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding Guarantor.
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities, and any collateral documents with respect thereto as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements; provided, provided however, that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most more restrictive Existing Indebtedness, as in effect on the Issue Dateof (x) those agreements and (y) this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries the Guarantors as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesor that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company Guarantor that restricts distributions by such Restricted Subsidiary that Guarantor pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the more restrictive of (x) the agreements governing the Indebtedness being refinancedrefinanced and (y) this Indenture, as determined in good faith by the Board of Directors of the Company;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to 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 entered into with the approval of the Company’s or the Guarantors’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(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 contained provisions limiting the disposition or distribution of assets in joint venture agreements entered into (i) in the terms ordinary course of business or (ii) with the approval of the Company’s or the Guarantor’s Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(13) net worth provisions in leases and other agreements entered into by the Company or any Guarantor in the ordinary course of business; or
(14) agreements governing Indebtedness permitted to be incurred under pursuant to Section 4.104.09 hereof; provided provided, however, that the Board of Directors of the Company determines in good faith (such determination to be evidenced by a resolution of the Board of Directors) that such encumbrances and restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions those in comparable financings the more restrictive of (x) the Xxxxxxx Credit Agreement (as in effect on the date of this Indenture) and that (y) this Indenture, and would not reasonably be expected to impair the management ability of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under of interest and scheduled payments of principal on the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuerseach case as and when due, not materially more restrictive taken as a whole with respect or to such encumbrance and other restrictions than those prior impair any Guarantor’s ability to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinghonor its Note Guarantee.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends dividends, in cash or otherwise, or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on or in respect of its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to any Investment in the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1i) Existing Indebtedness as any encumbrance or restriction existing under any agreement in effect on the Issue Date date of this Agreement, (including, without limitation, Indebtedness under any ii) the SPV Financing Agreement as in effect as of the Credit Facilities) date of this Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; PROVIDED, provided HOWEVER, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, SPV Financing Agreement as in effect on the Issue Date;
date of this Agreement, (2iii) this Supplemental Indenture Agreement, the Notes and the Notes;
Subsidiary Guarantees, (3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5iv) customary non-assignment nonassignment provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6v) 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 (c) of above on the preceding paragraph;
property so acquired, (7vi) any agreement for the sale encumbrance or other disposition of restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the date of this Agreement, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; PROVIDED, HOWEVER, that restricts distributions by such Restricted Subsidiary pending its sale encumbrances and restrictions are not applicable to the Company or any other disposition;
(8) Permitted Refinancing Indebtedness; provided that Subsidiary, or the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness properties or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right assets of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
other Subsidiary, (10vii) provisions customary restrictions with respect to a Subsidiary of the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; PROVIDED, HOWEVER, that any such restriction relates only to the Capital Stock or assets being sold pursuant to such agreement, and (viii) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the ordinary course of business;
foregoing clauses (12i) restrictions contained through (vii), or in this clause (viii), PROVIDED that the terms and conditions of Indebtedness permitted to be incurred under Section 4.10; provided that any such encumbrances or restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior under or pursuant to such amendmentthe agreement so extended, modificationrenewed, restatement, renewal, increase, supplement, refunding, replacement refinanced or refinancingreplaced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the New Credit Facility as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that PROVIDED THAT such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date hereof, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 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 or such Person's Subsidiaries, or the property or assets of the Person or such Person's Subsidiaries, so acquired; provided that, PROVIDED THAT, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment assignment, subletting and restriction on transfer provisions in or restrictions on cash or other deposits or net worth under leases, franchise agreements and licenses or other commercial agreements contracts entered into in the ordinary course of business business, PROVIDED THAT such restrictions are limited to the property or assets that are the subject of such lease, license or contract and consistent not in connection with past practices;
a financing transaction, (6g) any restriction on cash deposits by reason of customary security deposits entered into in the ordinary course of business, (h) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (i) 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 (ciii) above on the property so acquired, together with any accessions and additions thereto, replacements and substitutions therefor and the proceeds (including insurance proceeds thereof), (j) Indebtedness of the preceding paragraph;
Guarantors, PROVIDED THAT such Indebtedness was permitted to be incurred pursuant to this Indenture, or (7k) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that , PROVIDED THAT the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock distribution to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation inin , or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall foregoing restriction will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Indenture, (b) the New Credit Facilities) Agreement as in effect as of the date of the Indenture and any amendmentsamendment, modifications, restatements, renewals, increases, supplements, supplements refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding, replacements replacement or refinancings are no not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
date of the Indenture, (2c) this Supplemental the Indenture and the Senior Notes;
, (3d) applicable law, rule, regulation or order;
(4e) 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 to the extent such Indebtedness was incurred in connection connections with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental the Indenture to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements mineral rights, licenses, royalties, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition;
sale, (8) i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (9j) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions in Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
Indebtedness, (10k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business and (11l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.:
Appears in 1 contract
Samples: Indenture (Leslie Resources Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that any such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings are refinancing is no more restrictive, taken as a whole, restrictive with respect to such dividend encumbrances and other payment restrictions than those contained in the most restrictive Existing IndebtednessRevolving Credit Agreement or the Gold Consignment Agreement, as the case may be, as in effect on the Issue Date;
date, (2c) this Supplemental Indenture Indenture, the Notes and the Exchange Notes;
, (3d) applicable law, rulerule or regulation, regulation or order;
(4e) 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 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment or subletting provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
business, (6g) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired; provided that such purchase money obligations and Capital Lease Obligations are otherwise in compliance with the Senior Notes Indenture, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements any agreement governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in any material respect than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary; provided that such instrument does not bind or apply to the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries their respective properties or assets, (k) any restriction with respect to dispose a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets subject of such Subsidiary pending the closing of such sale or disposition or (l) any encumbrance or restriction consisting of provisions in a joint venture agreement relating to such Lien;
(10) provisions a Permitted Joint Venture with respect to the disposition or distribution of interests (or distributions payable on interests) in, or assets or property in joint venture agreements and other similar agreements;
(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 contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that of, such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingPermitted Joint Venture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Senior Credit Facility as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the Notesany Note Guarantee;
(3) applicable law, rule, regulation law or orderregulation;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.06(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) 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 agreementsagreements 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) Indebtedness (other than Permitted Refinancing Indebtedness) incurred after the date of this Indenture in accordance with the terms of the Indenture; provided that the restrictions contained in the terms of agreements governing such Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms those contained in the most restrictive, together or individually agreements governing Indebtedness outstanding on the date of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the NotesIndenture; and
(1413) 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 (1312) above; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare no more restrictive, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole whole, with respect to such encumbrance the dividend and other payment restrictions than those prior to such contained in the dividend or other payment restrictions before the amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Cole National Corp /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to: (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (biii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (civ) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
: (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture; (including, without limitation, Indebtedness under any b) the Senior Credit Facilities as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancings, thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a wholewhole (as determined in the good faith judgment of the Company's Board of Directors), with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Senior Credit Facilities as in effect on the Issue Date;
date of this Indenture; (2c) this Supplemental Indenture and the Notes;
, (3d) any applicable law, rule, regulation or order;
, (4e) 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 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, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
; (5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
; (6g) 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 (civ) of the preceding paragraph;
; (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, in the good faith judgment of the Company's board of directors, taken as a whole, to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced;
; (9i) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or distribution substantially all of the Capital Stock or assets or property in joint venture agreements and other similar agreements;
of such Subsidiary; (11j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; and (12k) restrictions contained in the terms other Indebtedness or Disqualified Stock of Indebtedness Restricted Subsidiaries permitted to be incurred under subsequent to the Issue Date pursuant to the provisions of Section 4.104.09 hereof; provided that any such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are ordinary and customary with respect to the type of Indebtedness being incurred under the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings arerelevant circumstances and do not, in the good faith judgment of the IssuersBoard of Directors of the Company, not materially more restrictive taken as a whole with respect impair the Company's ability to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmake payment on the Notes when due.
Appears in 1 contract
Samples: Indenture (Team Health Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, or any applicable rule, regulation or order;
(4) 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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses (including licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 3.6(a)(3);
(7) any agreement for the sale or other disposition of assets, including an agreement for the sale or other disposition of a Restricted Subsidiary of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) 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 entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(12) 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 3.3; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of Parent in good faith, than the provisions contained in the Credit Agreement and in this Indenture as each is in effect on the closing date of the Credit Agreement and the Issue Date under the Indenture, respectively;
(13) 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 is permitted pursuant to Section 3.3 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions 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);
(14) supermajority voting requirements existing under corporate charters, by laws, stockholders agreements and similar documents and agreements;
(1115) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; and
(17) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Tronox Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions in Section 4.09(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Old Credit Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, including, without limitation, the New Credit Agreement; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the Notesrelated Subsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(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 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practicescustomary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.09(a) hereof;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or Capital Stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.13 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;Liens
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements 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;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 1 contract
Samples: First Supplemental Indenture (Corrections Corp of America)
