Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date; (2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities; (3) the Indenture, the Notes and the Note Guarantees; (4) applicable law, rule, regulation or order, or governmental license, permit or concession; (5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred; (6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3); (8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) 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; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and (13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 8 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Parent Guarantor and the Company will not, and the Parent Guarantor will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Parent Guarantor 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 Parent Guarantor or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Parent Guarantor or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Parent Guarantor or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than including the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesFacilities on the original execution date thereof;
(3) the Indenture, the Notes and Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company Parent Guarantor 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanyParent Guarantor’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 6 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) applicable law, rule, regulation or order;
(2) agreements governing Existing Indebtedness or any other agreements and the Senior Credit Facility, in existence on the Issue Date each case, as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not (i) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
Date or (2ii) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions restrictive than those contained customary in comparable financings as reasonably determined by the Senior Secured Credit FacilitiesBoard of Directors of the Company;
(3) the Indenture, the Notes and the Note GuaranteesDocuments;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(95) 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;
(6) agreements governing other Indebtedness incurred in compliance with Section 4.09 hereof; provided that the encumbrances or restrictions contained therein, taken as a whole, are not materially more restrictive than those contained in the Notes Documents, in each case, as then in effect;
(7) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;
(8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
(9) 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;
(10) Permitted Liens permitted to be incurred under and restrictions in the provisions of Section 4.12 hereof agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers 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) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis;
(14) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture;
(15) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; and
(1316) any agreement or and instrument with respect to any Unrestricted Subsidiary or the property or assets governing Indebtedness of a Foreign Restricted Subsidiary; provided that such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Indebtedness was not prohibited by the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedIndenture.
Appears in 4 contracts
Samples: Indenture (A. M. Castle & Co.), Indenture (Total Plastics, Inc.), Indenture (Castle a M & Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(97) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedRefinanced;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(10) any agreement relating to any Indebtedness or Liens incurred by a Person (other than a Subsidiary of the Company’s Board Company that is a Subsidiary of Directorsthe Company on the date of this Indenture or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not incurred in anticipation of becoming a Subsidiary and not incurred to provide all or any portion of the funds utilized to consummate such acquisition, which limitation encumbrance or restriction is not applicable only to any Person, or the assetsproperties or assets of any Person, property other than the Person so acquired;
(11) any encumbrance or Equity Interests that are the subject of restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness which is permitted under Section 4.09 hereof or Liens incurred by such agreementsForeign Subsidiary;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 4 contracts
Samples: Indenture (Trimas Corp), Indenture (Er Acquisition Corp), Indenture (Metaldyne Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Antero Midstream Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Antero Midstream Partners 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 Antero Midstream Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Equity Interests;
(2) make loans or advances to the Company Antero Midstream Partners or any of its other Restricted Subsidiaries; or
(3) sell, lease or otherwise transfer any of its properties or assets to the Company Antero Midstream Partners or any of its other Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company Antero Midstream Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts transportation agreements or purchase and sale or exchange agreements, pipeline and water treatment agreements, or similar operational agreements or in licenses includingor leases, without limitation, with respect to any intellectual property, in each case entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement (a) for the sale or other disposition of Equity Interests a Restricted Subsidiary that contains any such restrictions on that Restricted Subsidiary pending its sale or property other disposition or assets (b) for the sale or other disposition of a particular asset or line of business of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending imposes restrictions on assets subject to any agreement of the sale or other dispositionnature described in clause (3) of Section 4.08(a) hereof;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(14) any instrument governing Indebtedness of a FERC Subsidiary, provided that such Indebtedness was otherwise permitted to be incurred under this Indenture; and
(1315) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to any 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, refinancing, 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 replacedtime.
Appears in 3 contracts
Samples: Indenture (Antero Midstream Corp), Indenture (Antero Midstream Partners LP), Indenture (Antero Midstream Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1A) 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 ; or
(B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.07(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Notes Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modificationsincreases, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at on the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredNotes Issue Date;
(62) the Finance Documents or the EIG Note Purchase Agreement;
(3) applicable law, rule, regulation or order;
(4) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations capital lease obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.07(a);
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Permitted Refinancing IndebtednessIndebtedness permitted pursuant to Section 4.08, including Replacement Senior Debt; provided that in the case of Replacement Senior Debt the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Replacement Senior Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) 8) Liens permitted to be incurred under the provisions of pursuant to Section 4.12 hereof 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into with the approval of the Company’s Board of DirectorsDirectors of the Company, Holdco or the applicable Restricted Subsidiary, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1210) Permitted Hedging Instruments; or
(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 3 contracts
Samples: Indenture (Cheniere Corpus Christi Holdings, LLC), Indenture (Cheniere Corpus Christi Holdings, LLC), Indenture (Cheniere Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Suburban Propane will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Suburban Propane 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 Suburban Propane or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Suburban Propane or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Suburban Propane or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a10.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on and Credit Facilities (including the Issue Date Credit Agreement) as in effect on the Issue Date date of this Supplemental Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Supplemental Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents this Supplemental Indenture and the amendmentsNotes;
(3) restrictions in other Indebtedness incurred in compliance with Section 10.10; provided, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictivesuch restrictions, taken as a whole, with respect to such dividend and the other restrictions are not materially more restrictive than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guaranteesagreements described above;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 10.09(a);
(7) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)acquired;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 10.13 that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanySuburban Propane’s Board of DirectorsSupervisors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1312) any agreement or instrument with respect governing Indebtedness of a subsidiary subject to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedU.S. Federal Energy Regulatory Commission.
Appears in 3 contracts
Samples: Third Supplemental Indenture (Suburban Propane Partners Lp), Second Supplemental Indenture (Suburban Propane Partners Lp), First Supplemental Indenture (Suburban Propane Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Xxxxx Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Xxxxx Energy Partners 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 Xxxxx Energy Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are either (a) not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
Agreement or this Indenture or (3b) not reasonably likely, in the Indenturegood faith judgment of an officer of the General Partner, to have a material adverse effect on the Notes and ability of the Note GuaranteesIssuers to make required payments on the Notes;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses includingor leases, without limitation, with respect to any intellectual property, in each case entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the its sale or other disposition;
(9) Permitted Refinancing Indebtedness incurred to repay, replace or refinance other 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to any 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, refinancing, 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 replacedtime.
Appears in 2 contracts
Samples: Indenture (Holly Energy Partners Lp), Indenture (Holly Energy Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) this Indenture, the Notes and the Subsidiary Guarantees, the First Priority Notes and the related Subsidiary guarantees, the First Priority Indenture, the Second Priority Notes and the related Subsidiary guarantees and the Second Priority Indenture;
(2) agreements governing Indebtedness or any other agreements in existence on the Issue Date Credit Facilities as in effect on the Issue Closing Date (including the First Priority Term Loan Agreement, the Second Priority Term Loan Agreement and the Revolving Loan Agreement) and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Closing Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) any applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (1) and (3) of the preceding paragraph;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Permitted Refinancing Indebtedness; provided 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant contained in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Third Priority Secured Notes Indenture (Calpine Corp), Third Priority Secured Notes Indenture (Delta Energy Center, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of the Company to (1i) 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;
, (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
, or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof . However, the foregoing will not apply to encumbrances or restrictions existing under or by reason of:
: (1i) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date hereof and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the those amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements that Existing Indebtedness, as in effect on the Issue Date;
date hereof; (2ii) the Credit Facilities Documents (other than Agreement as in effect on the Senior Secured Credit Facilities), date hereof and any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewalsincreases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that those amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, and such other Credit Facility, are not materially no more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit Facilities;
Agreement, as in effect on the date hereof; (3iii) the Indenture, this Indenture and the Notes or any other indenture governing debt securities that are no more restrictive, taken as a whole, with respect to dividend and the Note Guarantees;
other payment restrictions than those contained in this Indenture and those debt securities; (4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
; (5v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture to be Incurred;
Indenture; (6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
business and consistent with past practices; (7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
clause (8) iii) of the preceding paragraph; (viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary of the Company that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
; (9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (10x) Liens permitted to be incurred under the provisions of Section 4.12 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens;
that Lien; (11xi) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into in the ordinary course of business; (xii) any Purchase Money Note or other Indebtedness or contractual requirements incurred with the approval of the Company’s Board of Directors, which limitation is applicable only respect to the assets, property or Equity Interests that are the subject of such agreements;
a Qualified Receivables Transaction relating to a Receivables Subsidiary; and (12xiii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (Ames Department Stores Inc), Indenture (Ames Department Stores Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Suburban Propane will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Suburban Propane 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 Suburban Propane or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Suburban Propane or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Suburban Propane or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a10.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Supplemental Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Supplemental Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents this Supplemental Indenture and the amendmentsNotes;
(3) restrictions in other Indebtedness incurred in compliance with Section 10.10; provided, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictivesuch restrictions, taken as a whole, with respect to such dividend and the other restrictions are not materially more restrictive than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guaranteesagreements described above;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 10.09(a);
(7) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)acquired;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 10.13 that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanySuburban Propane’s Board of DirectorsSupervisors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1312) any agreement or instrument with respect governing Indebtedness of a subsidiary subject to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedU.S. Federal Energy Regulatory Commission.
Appears in 2 contracts
Samples: First Supplemental Indenture (Suburban Propane Partners Lp), First Supplemental Indenture (Suburban Propane Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than including the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesFacilities on the original execution date thereof;
(3) the Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Antero Midstream Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Antero Midstream Partners 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 Antero Midstream Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Equity Interests;
(2) make loans or advances to the Company Antero Midstream Partners or any of its other Restricted Subsidiaries; or
(3) sell, lease or otherwise transfer any of its properties or assets to the Company Antero Midstream Partners or any of its other Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are either (a) not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note GuaranteesGuarantees or (b) in the reasonable judgment of Antero Midstream Partners, not reasonably likely to impair Antero Midstream Partners’ ability to make payments on the Notes when due;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company Antero Midstream Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts transportation agreements or purchase and sale or exchange agreements, pipeline and water treatment agreements, or similar operational agreements or in licenses includingor leases, without limitation, with respect to any intellectual property, in each case entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement (a) for the sale or other disposition of Equity Interests a Restricted Subsidiary that contains any such restrictions on that Restricted Subsidiary pending its sale or property other disposition or assets (b) for the sale or other disposition of a particular asset or line of business of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending imposes restrictions on assets subject to any agreement of the sale or other dispositionnature described in clause (3) of Section 4.08(a) hereof;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(14) any instrument governing Indebtedness of a FERC Subsidiary, provided that such Indebtedness was otherwise permitted to be incurred under this Indenture; and
(1315) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to any 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, refinancing, 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 replacedtime.
Appears in 2 contracts
Samples: Indenture (Antero Midstream Corp), Indenture (Antero Midstream Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries to:
(1) 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;
(2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement;
(2) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings date of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets 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 Equity Interests was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Indenture;
(14) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Investments”; and
(1315) any agreement or instrument with respect to any Unrestricted Subsidiary the Secured Convertible Indenture or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation Secured Convertible Notes and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedrelated guarantees.
Appears in 2 contracts
Samples: Indenture (Vantage Drilling International), Indenture (Vantage International Management Pte Ltd.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Capital Stock Equity Interest to the Company Borrower 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 Borrower or any of its Restricted SubsidiariesSubsidiaries (except for the waiving or deferring in the ordinary course of business consistent with past practice subrogation and reimbursement rights in connection with the guarantee obligations permitted pursuant to this Agreement);
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a6.02(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence existing on the Issue Closing Date as in effect on the Issue Date date hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate hereof;
(2ii) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend this Agreement and the other restrictions than those contained in the Senior Secured Credit FacilitiesLoan Documents;
(3iii) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument agreements governing other Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except permitted 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 be incurred pursuant 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 (Section 6.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentspermitted to be incurred pursuant thereto; provided provided, that (A) the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings restrictions are not materially more restrictive, taken as a whole, ordinary and customary with respect to the type of Indebtedness being incurred and (B) such dividend and other encumbrances or restrictions than those contained in those agreements will not materially affect the Borrower’s ability to make payments of principal or instruments interest on the Loans, as determined at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted is incurred in good faith by the terms senior management of this Indenture to be Incurredthe Borrower;
(6iv) applicable law, rule, regulation or order;
(v) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10vi) Liens permitted to be incurred under the provisions of Section 4.12 6.06 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12vii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(viii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 6.02(a) hereof; and
(13ix) any agreement provisions limiting the disposition or instrument distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with respect a Restricted Investment) entered into with the approval of the Borrower’s board of directors, which limitation is applicable only to any Unrestricted Subsidiary or the property or assets that are the subject of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedagreements.
Appears in 2 contracts
Samples: Credit Agreement (Pyxus International, Inc.), Restructuring Support Agreement (Pyxus International, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Affiliated Guarantors and the Company will shall not, and will shall not permit any of its Restricted Subsidiaries the Company’s Subsidiaries, any other Neon Entity or any XBP Entity to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary such Subsidiary, other Neon Entity or XBP Entity to:
(1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of Subsidiary or to Neon Parent or XBP Parent, respectively, (1) on its Restricted Subsidiaries, Capital Stock; or (2) 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 Subsidiary of its Restricted Subsidiariesthe Company or to Neon Parent or XBP Parent, respectively;
(2b) make loans or advances to the Company or any Subsidiary of its Restricted Subsidiariesthe Company or to Neon Parent or XBP Parent, respectively; or
(3c) sell, lease or transfer any of its properties or assets to the Company or any Subsidiary of its Restricted Subsidiaries.
(b) The restrictions the Company or to Neon Parent or XBP Parent, respectively; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness (A) contractual encumbrances or any other agreements in existence on the Issue Date as restrictions in effect on the Issue Date and described in Schedule 4.05 hereto and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement, the other Credit Agreement Documents, the Existing 2023 Notes Documents, the Existing 2026 Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such agreements or instruments to the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are extent not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit Facilitiesdividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(2) this Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Guarantees;
(3) the Indentureapplicable law or any applicable rule, the Notes and the Note Guaranteesregulation or order;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or other instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired acquired;
(and 5) contracts or agreements for the sale of assets, including any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, restriction with respect to such dividend and other restrictions than those contained in those agreements a Subsidiary imposed pursuant to an agreement entered into for the sale or instruments at disposition of the time Capital Stock or assets of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredSubsidiary;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens otherwise permitted to be incurred under the provisions of Incurred pursuant to Section 4.03 and Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(127) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired;
(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with industry norm;
(11) in the case of Section 4.05(c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(12) any encumbrances or restrictions of a Special Purpose Securitization Subsidiary effected in connection with a Permitted Securitization Financing; andprovided, however, that such restrictions apply only to such Special Purpose Securitization Subsidiary;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Subsidiary that is an Issuer, a Guarantor or a Foreign Subsidiary or (b) of any Subsidiary that is not an Issuer, a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to any Unrestricted Subsidiary such dividend and other payment restrictions than those contained in the dividend or the property or assets of other payment restrictions prior to such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designationamendment, which encumbrances or restrictions are not applicable to any 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 subsidiariesmodification, and any extensions, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancingrestatement, renewal, increase, supplement, amendment refunding, replacement or replacementrefinancing. For purposes of determining compliance with this Section 4.05, taken as (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a whole, are no more restrictive in restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Subsidiary to other Indebtedness Incurred by the Company or any material respect than those encumbrances such Subsidiary shall not be deemed a restriction on the ability to make loans or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedadvances.
Appears in 2 contracts
Samples: Indenture (Exela Technologies, Inc.), Restructuring Support Agreement (Exela Technologies, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Parent Guarantor and the Company will not, and the Parent Guarantor will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Parent Guarantor 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 Parent Guarantor or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Parent Guarantor or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Parent Guarantor or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than including the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesFacilities on the original execution date thereof;
(3) the this Indenture, the Notes and Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company Parent Guarantor 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanyParent Guarantor’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Partnership or any of its the Partnership'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 Partnership or any of its the other Restricted Subsidiaries;
(2b) make loans or advances to or make other investments in the Company Partnership or any of its the other Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to the Company Partnership or any of its the other Restricted Subsidiaries.
(b) . The restrictions contained in Section 4.08(a) hereof the immediately preceding sentence will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; any such agreements or any Existing Indebtedness to which such agreement relates, provided that the such amendments, 67 modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date;
(2ii) the Partnership Credit Facilities Documents (other than the Senior Secured Credit Facilities), Facility and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and the other payment restrictions and loan or investment restrictions than those contained in such Credit Facility as in effect on the Senior Secured Credit FacilitiesIssue Date;
(3iii) the this Indenture, the Notes and the Note Guarantees;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by the Company Partnership 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 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 such Person, or the property or assets of the such Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3)clause (c) of the preceding sentence;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions contains any one or more of the restrictions described in clauses (a) through (c) of the preceding sentence by that such Restricted Subsidiary pending the its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days;
(9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10x) Liens securing Indebtedness otherwise permitted to be incurred under issued pursuant to the provisions of Section 4.12 hereof 4.11 that limit the right of the debtor Partnership or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(11xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and are not created in anticipation of such acquisitions;
(xii) any agreement or instrument relating to any Acquired Debt of any Restricted Subsidiary at the date on which such Restricted Subsidiary was acquired by the Partnership or any Restricted Subsidiary (other than the Indebtedness incurred in anticipation of such acquisition and provided such encumbrances or restrictions extend only to property of such acquired Restricted Subsidiary);
(xiii) any agreement or instrument governing Indebtedness permitted to be incurred under this 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 Indenture, taken as a whole;
(xiv) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements agreements, including "clawback," "make-well" or "keep-well" agreements, to maintain financial performance or results of operations of a joint venture entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;business; and
(12xv) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (El Paso Energy Partners Lp), Indenture (First Reserve Gas LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) the Credit Agreement and related agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on as of the Issue Datelater of the date thereof or the date of this Indenture as determined by the Board of Directors of the Company;
(2) the agreements governing Existing Indebtedness and Credit Facilities Documents (other than as in effect on the Senior Secured Credit Facilities), date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in those agreements on the Senior Secured Credit Facilitiesdate of this Indenture as determined by the Board of Directors of the Company;
(3) this Indenture, the Indentureindenture governing the Senior Notes, the Senior Notes, the Notes and the Note Subsidiary Guarantees;
(4) applicable law, rule, regulation or order, or governmental approval, license, permit or concessionsimilar restriction;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such if Indebtedness or Capital Stock was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture to be IncurredIndenture;
(6) customary non-assignment provisions in contracts contracts, leases and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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 refinancedrefinanced as determined by the Board of Directors of the Company;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable of the type referred to in clauses (1), (2) or (3) in the immediately preceding paragraph above imposed by any 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 subsidiariesamendments, and any extensionsmodifications, refinancingrestatements, renewals, supplements supplements, refundings, replacements or amendments refinancings of the contracts, instruments or replacements thereof; obligations referred to in clauses (1) through (13) above, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the encumbrances and restrictions in any such extensiongood faith judgment of the Board of Directors of the Company, refinancing, renewal, supplement, amendment or replacementnot materially more restrictive, taken as a whole, are no more restrictive in any material with respect to such encumbrance and other restrictions than those encumbrances prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedrefinancing.
Appears in 2 contracts
Samples: First Supplemental Indenture (DRS Technologies Inc), First Supplemental Indenture (DRS Technologies Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Parent and the Company will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Parent, the Company or any of its their 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 Parent, the Company or any of its their Restricted Subsidiaries;
(2) make loans or advances to the Parent, the Company or any of its their Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Parent, the Company or any of its their Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on (including the Issue Date Floating Rate Notes Indenture, the Unsecured Floating Rate Notes Indenture, and related agreements) and the Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than Notes, the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents Note Guarantees and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesCollateral Documents;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Parent, the Company or any of its their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment or change in control provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(6) the license of any intellectual property of the Parent, the Company or any of their 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 purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 9) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(910) 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;
(1011) Permitted Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1112) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanyParent’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(1213) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (Angiotech America, Inc.), Indenture (Angiotech Pharmaceuticals Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) 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;
(2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a3(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence on the Issue 2021 Amendment and Restatement Effective Date as in effect on the Issue 2021 Amendment and Restatement Effective Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue 2021 Amendment and Restatement Effective Date;
(2ii) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), ) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3iii) the IndentureSenior Notes Indentures, the Senior Notes and the Note Senior Notes Guarantees;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;; 154 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
(5v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be Incurred;
(6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(33(a)(iii);
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9ix) 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;
(10x) Liens permitted to be incurred under the provisions of Section 4.12 7 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11xi) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13xiii) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture Agreement at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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.. 155 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities, and any agreements entered into in connection with the New Senior Secured Revolving Credit Facility, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, as determined by the Board of Directors of the Company in its reasonable good faith judgment, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees and the Collateral Documents;
(3) agreements governing other than the Senior Secured Credit Facilities), Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents the restrictions therein are not materially more restrictive, taken as a whole, as determined by the Board of Directors of the Company in its reasonable good faith judgment, than those contained in this Indenture, the Notes and the Note Guarantees;
(4) agreements governing other Indebtedness of Foreign Subsidiaries permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than of those contained in the Senior Secured Credit Facilitiesagreements;
(3) the Indenture, the Notes and the Note Guarantees;
(45) applicable law, rule, regulation or order, or governmental license, permit or concession;
(56) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(67) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) 8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)) hereof;
(8) 9) any agreement for the sale or other disposition of Equity Interests all or property substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(910) 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;
(1011) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1112) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1213) any agreement or instrument relating to any property, asset or business acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any property, asset or business other than the properties, assets or businesses so acquired;
(14) 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; and
(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (CPM Holdings, Inc.), Indenture (CPM Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Partnership or any of its the Partnership'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 Partnership or any of its the other Restricted Subsidiaries;
(2b) make loans or advances to or make other investments in the Company Partnership or any of its the other Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to the Company Partnership or any of its the other Restricted Subsidiaries.
(b) . The restrictions contained in Section 4.08(a) hereof the immediately preceding sentence will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; any such agreements or any Existing Indebtedness to which such agreement relates, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date;
(2ii) the Partnership Credit Facilities Documents (other than the Senior Secured Credit Facilities), Facility and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and the other payment restrictions and loan or investment restrictions than those contained in such Credit Facility as in effect on the Senior Secured Credit FacilitiesIssue Date;
(3iii) the this Indenture, the Notes and the Note Guarantees;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by the Company Partnership 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 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 such Person, or the property or assets of the such Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3)clause (c) of the preceding sentence;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions contains any one or more of the restrictions described in clauses (a) through (c) of the preceding sentence by that such Restricted Subsidiary pending the its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days;
(9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10x) Liens securing Indebtedness otherwise permitted to be incurred under issued pursuant to the provisions of Section 4.12 hereof 4.11 that limit the right of the debtor Partnership or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(11xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and are not created in anticipation of such acquisitions;
(xii) any agreement or instrument relating to any Acquired Debt of any Restricted Subsidiary at the date on which such Restricted Subsidiary was acquired by the Partnership or any Restricted Subsidiary (other than the Indebtedness incurred in anticipation of such acquisition and provided such encumbrances or restrictions extend only to property of such acquired Restricted Subsidiary);
(xiii) any agreement or instrument governing Indebtedness permitted to be incurred under this 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 Indenture, taken as a whole;
(xiv) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements agreements, including "clawback," "make-well" or "keep-well" agreements, to maintain financial performance or results of operations of a joint venture entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;business; and
(12xv) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 2 contracts
Samples: Indenture (Gulfterra Energy Partners L P), Indenture (El Paso Energy Partners Deepwater LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
: (1i) 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;
; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) . The foregoing restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Indebtedness or any other agreements in existence on agreement, including with respect to the Issue Date Existing Indebtedness, as in effect on the Issue Date date of this Indenture (and all amendments thereto, so long as such amendments are not disadvantageous to the holders of the Notes in any material respect);
(b) the Senior Credit Facilities and its related documentation as in effect as of the date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the Senior Credit Facilities as in effect on the Issue Datedate of this Indenture;
(2c) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement;
(d) the Credit Facilities Documents (other than Second Lien Notes and related documentation as in effect as of the Senior Secured Credit Facilities)date of this Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements supplements or refinancings of those agreementsthereof; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements supplements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesSecond Lien Notes as in effect on the date of this Indenture;
(3e) any agreement for the issuance of Indebtedness secured by third-priority Liens and its related documentation as in effect as of the date of this Indenture, and any amendments, modifications, supplements or refinancings thereof; provided that such amendments, modifications, supplements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement for the Notes and issuance of Indebtedness secured by third-priority Liens as in effect on the Note Guaranteesdate of this Indenture;
(4f) applicable law, statute, rule, regulation or governmental order, or governmental license, permit or concession;
(5g) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6h) customary non-assignment provisions in leases, licenses or contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and consistent with past practices;
(7i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3)clause (iii) above;
(8) j) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(9k) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10l) Liens permitted to be incurred under the provisions of Section 4.12 hereof securing Indebtedness that limit the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(11m) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12n) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13o) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary entered into in accordance connection with the terms incurrence of Indebtedness permitted under this Indenture at the time of such designation and not incurred in contemplation of such designationIndenture, which encumbrances or restrictions are not applicable to any 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementagreement, taken as a whole, are no is not more restrictive in any material with respect to dividend and other payment restrictions than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedexisting as of the date of this Indenture.
Appears in 2 contracts
Samples: Indenture (Valimar Home & Land Company, LLC), Indenture (Wci Communities Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TLLP 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 TLLP or any of its Restricted Subsidiaries; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to the Company TLLP or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company TLLP or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property a Restricted Subsidiary or assets of a such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the such sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; provided that, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due;
(14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1316) any agreement or instrument with respect secured Indebtedness that limits the right of the debtor to any Unrestricted Subsidiary or dispose of the property or assets of securing such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, Indebtedness and any extensionsrelated encumbrance or restriction contained in security agreements, refinancing, renewals, supplements mortgages 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 replacedpurchase money agreements.
Appears in 2 contracts
Samples: Indenture (Tesoro Corp /New/), Indenture (Tesoro Logistics Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) 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 (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Indebtedness any agreement in effect on or any other agreements in existence entered into on the Issue Date Date, including, without limitation, the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in effect on accordance with this clause (a)) so long as the Issue Date encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of the Indenture;
(2b) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guaranteesrelated Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;
(4c) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5d) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person or assets 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 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 (and acquired, including any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those any such agreements or instruments; , provided that the amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those the agreements governing such original agreement or instruments at the time of such acquisition)instrument; provided further, further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6e) customary non-assignment or subletting provisions in leases, licenses or contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7f) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (iii) of the preceding paragraph;
(8) g) any agreement for the sale or other disposition of Equity Interests assets or property or assets Capital Stock of a Restricted Subsidiary permitted under this Indenture that restricts distributions the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending the its sale or other disposition;
(9h) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10i) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;
(j) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11k) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable agreements; provided that such restrictions apply only to the assets, assets or property or Equity Interests that are the subject of to such agreementsjoint venture;
(12l) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts or leases entered into in the ordinary course of business; and
(13m) any agreement relating to a sale and leaseback transaction or instrument Capital Lease Obligation otherwise permitted by the Indenture, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to any Unrestricted Subsidiary a sale and lease back transaction or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedcapital lease.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2026 Notes, the 2026 Notes Indenture, Hedging Obligations and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2026 Notes, the 2026 Notes Indenture, Hedging Obligations or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or regulation, order, or governmental license, permit or concessionsimilar restriction;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company (including by way of merger) 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(11) customary provisions applicable to Foreign Subsidiaries and other Non-Guarantors under terms of Indebtedness applicable thereto, in each case permitted to be incurred under this Indenture and in “support agreements” and Guarantees of any such Indebtedness, so long as, in the case of Non-Guarantors that are Domestic Restricted Subsidiaries, the Company determines in good faith that such restrictions or encumbrances will not adversely affect the Company’s Board ability to make payments of Directors, which limitation is applicable only to principal or interest on the assets, property or Equity Interests that are the subject of such agreementsNotes;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture;
(14) any operating lease or Capital Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any other Person; and
(1315) any other agreement or instrument with respect to any Unrestricted Subsidiary or governing Indebtedness entered into after the property or assets of such Unrestricted Subsidiary Issue Date that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the contains encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementthat are not materially more restrictive, 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 replacedon the Issue Date pursuant to agreements in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ;
(2) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(23) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(34) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the foregoing restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Datedate of this Indenture;
(2) the Replacement Credit Facilities Documents (other than Facility as in effect as of the Senior Secured Credit Facilities)date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that such Credit Facilities Documents and the amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, Replacement Credit Facility as in effect on the case of Indebtedness, such Indebtedness was permitted by the terms date of this Indenture to be IncurredIndenture;
(63) this Indenture and the Notes;
(4) applicable law;
(5) customary non-assignment provisions in contracts leases, licenses and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clause (4) of subsection (a) above on the property so acquired;
(8) any 7) an agreement for the sale or other disposition of all or substantially all of the Equity Interests or property or assets of a Restricted Subsidiary of the Company that restricts distributions or dispositions of assets by that Restricted such Subsidiary pending the sale or other disposition;
(8) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to Section 5.09 that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien;
(9) provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business; or
(10) Permitted Refinancing IndebtednessDebt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 BP I, BP II or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company BP I, BP II or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company BP I, BP II or any of its Restricted Subsidiaries.
(b) The restrictions ; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness contractual encumbrances or any other agreements in existence on the Issue Date as restrictions in effect on the Issue Date Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and any amendmentsother local working capital facilities, restatementsthe Senior Secured Notes Indenture, modificationsthe February 2011 Senior Secured Indenture, renewalsthe February 2011 Senior Indenture, supplementsthe October 2010 Senior Secured Indenture, refundingsthe October 2010 Senior Indenture, replacements or refinancings of those agreements; provided that the amendmentsMay 2010 Indenture, restatementsthe 2009 Indenture, modifications2007 Senior Note Indenture, renewalsthe 2007 Senior Subordinated Notes Indenture, supplementsand the 2007 UK Intercreditor Agreement, refundingsthe First Lien Intercreditor Agreement, replacements or refinancings are not materially more restrictivethe Senior Secured Notes Security Documents, taken as a wholethe February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to such dividend the Senior Secured Credit Facilities and other restrictions than those contained in those agreements on the Issue DateLocal Facilities;
(2) the Credit Facilities Documents (other than this Senior Notes Indenture, the Senior Secured Credit FacilitiesNotes (and guarantees thereof), any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those intercreditor agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indentureapplicable law or any applicable rule, the Notes and the Note Guaranteesregulation or order;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or other instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired acquired;
(and 5) contracts or agreements for the sale of assets, including any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, restriction with respect to such dividend and other restrictions than those contained in those agreements a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or instruments at disposition of the time Capital Stock or assets of such acquisition); provided further, that, in Restricted Subsidiary pending the case closing of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredsale or disposition;
(6) customary non-assignment provisions in contracts any Restricted Investment not prohibited by Section 4.04 and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessPermitted Investment;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers or suppliers under contracts entered into in the ordinary course of business; and;
(13) any agreement or instrument with respect 8) customary provisions in joint venture agreements, similar agreements relating solely to any Unrestricted Subsidiary or such joint venture and other similar agreements entered into in the property or assets ordinary course of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.business;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit 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 Restricted Subsidiary to:
of the Company to (1a)(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;
, (2b) make loans or advances to any Investment in the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (1i) agreements governing Indebtedness any encumbrance or restriction existing under any other agreements in existence on the Issue Date as agreement in effect on the Issue Date date of this Agreement, (ii) the SPV Financing Agreement as in effect as of the date of this Agreement, and any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that the such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the SPV Financing Agreement as in effect on the date of this Agreement, (iii) the Falcon Purchase Agreement as in effect as of the date of this Agreement, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, restrictive with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit Facilities;
Falcon Purchase Agreement as in effect on the date of this Agreement (3iv) this Agreement, the Indenture, the Notes and the Note Subsidiary Guarantees;
, (4v) applicable lawcustomary nonassignment provisions in leases, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend licenses and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
business and consistent with past practices, (7vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
clause (8) any agreement for c) above on the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
so acquired, (9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13vii) any agreement encumbrance or instrument restriction, with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted a Subsidiary that is designated as not a Restricted Subsidiary in accordance with of the terms Company on the date of this Indenture Agreement, in existence at the time such Person becomes a Subsidiary of such designation the Company and not incurred in connection with, or in contemplation of of, such designationPerson becoming a Subsidiary; provided, which however, that such encumbrances or and restrictions are not applicable to the Company or any Person other Subsidiary, or the property properties or assets of the Company or any Person other than such Subsidiary, (viii) customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or its subsidiaries disposition of all or substantially all of the property Capital Stock or assets of such Subsidiary Subsidiary; provided, however, that any such restriction relates only to the Capital Stock or its subsidiariesassets being sold pursuant to such agreement, (ix) the definitive documentation entered into in connection with the Contemplated Lease Financings and (x) any extensionsencumbrance or restriction existing under any agreement that extends, refinancingrenews, renewalsrefinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (ix), supplements or amendments or replacements thereof; in this clause (x), provided that the encumbrances terms and restrictions in conditions of any such extension, refinancing, renewal, supplement, amendment encumbrances or replacement, taken as a whole, restrictions are no more restrictive in any material respect than those encumbrances under or restrictions that are then in effect and that are being pursuant to the agreement so extended, refinanced, renewed, supplemented, amended refinanced or replaced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, cause or permit or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on or in respect of its Capital Stock Stock;
(b) make loans or advances or 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 obligation owed to the Company or any of its other Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or
(3c) sell, lease or transfer any of its properties property or assets to the Company or any of its other Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to Subsidiary, except for such encumbrances or restrictions existing under or by reason reasons of:
(1) agreements governing Indebtedness or the Credit Agreement and any other agreements in existence existing on the Issue Date as to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictivenot, taken as a whole, with respect to such dividend and other materially more restrictive than the encumbrances or restrictions than those contained in those such agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note GuaranteesGuarantees or in any indenture relating to Pari Passu Debt entered into after the Issue Date and incurred in compliance with the terms of this Indenture; provided that the encumbrances or restrictions in such agreements are not materially more restrictive than those contained in this Indenture;
(3) restrictions on cash or other deposits or net worth imposed by agreements entered into in the ordinary course of business;
(4) customary provisions in joint venture agreements and other similar agreements;
(5) restrictions on the transfer of certificates of necessity or other similar authorizations required by the Company and its Restricted Subsidiaries to provide emergency medical transportation services, to the extent contained in such documents or otherwise required by the granting authority or jurisdiction;
(6) applicable law, rule, regulation or order, or governmental license, permit or concession;
(57) customary non-assignment provisions of any agreement contract or any lease governing a leasehold interest of any Restricted Subsidiary;
(8) any instrument governing Indebtedness or Capital Stock of a Person or assets 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)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the PersonPerson so acquired;
(9) Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to Section 4.03(b)(7) that impose limitations of the nature described in clause (c) of Section 4.05(a);
(10) customary restrictions on the transfer of any property or assets arising under a security or other agreement governing a Lien not prohibited under this Indenture;
(11) any agreement governing Refinancing Indebtedness; provided, so acquired (and any amendmentshowever, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements encumbrances or refinancings restrictions contained in any such Refinancing Indebtedness are not materially more restrictivenot, taken as a whole, with respect materially more restrictive than the provisions relating to such dividend and other restrictions than those contained in those agreements encumbrances or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers any restriction existing under contracts any agreement entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary the sale or disposition of all or substantially all of the property Capital Stock or of assets of such Unrestricted a Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances sale or disposition in governed by Sections 4.06 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 replaced4.08.
Appears in 1 contract
Samples: Indenture (Rural Metro Corp /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than a Loan Party) to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a6.2(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date (a) Existing Debt, and (b) Equity Interests and Credit Facilities as in effect on the Issue Date Closing Date, and in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided provided, that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of the Borrower or a senior financial officer of the Borrower, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Closing Date;
(2ii) agreements or instruments governing Credit Facilities not in effect on the Closing Date so long as either (a) the Credit Facilities Documents encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the principal of, or interest and premium, if any, on the Term Loans, or (other than b) the Senior Secured Credit Facilities), encumbrances and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions contained therein are not materially no more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Annex;
(3iii) the Indenture, the Notes this Annex and the Note Guaranteesother Loan Documents;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement agreements or instrument governing Indebtedness or Capital Stock of instruments with respect to a Person or assets 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 incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided furtherprovided, that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Indenture Annex to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and customary contractual restrictions on transfers of all or substantially all assets of a Person;
(7vii) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (iii) of Section 4.08(a)(3)6.2(a) hereof;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (i) and/or (iii) of Section 6.2(a) hereof on the Restricted Subsidiary pending the sale or other disposition;
(9ix) Permitted Refinancing Indebtedness; provided 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;
(10x) Liens permitted to be incurred under the provisions of Section 4.12 6.6 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11xi) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in partnership and joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12xii) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or suppliers landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and;
(13xiii) restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with Section 6.3 hereof; provided, that such restrictions, taken as a whole, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, (a) are not materially more restrictive than those contained in the existing agreements referenced in clauses (i) and (iii) above, or (b) do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the Obligations hereunder;
(xiv) the issuance of Preferred Stock by a Restricted Subsidiary of the Borrower or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 6.3 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such 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);
(xv) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Unrestricted Subsidiary Restricted Subsidiary, provided, that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the property event of a payment default or assets a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Borrower’s ability to pay all principal, interest and premium, if any, on the Term Loans, as determined in good faith by the Borrower’s Board of such Unrestricted Subsidiary that is designated as Directors or a Restricted Subsidiary in accordance with senior financial officer of the terms of this Indenture at the time of such designation Borrower, whose determination shall be conclusive; and not incurred in contemplation of such designation, which encumbrances or restrictions (b) are not applicable materially more disadvantageous to the Term Loan Lenders than is customary in comparable financings;
(xvi) any Person agreement or instrument of the property Borrower, Parent, or assets any of any Person other than their respective Subsidiaries existing prior to the Closing Date, as such Subsidiary agreements or its subsidiaries instruments may be amended, restated, modified, renewed or replaced from time to time; provided, that the property or assets of such Subsidiary or its subsidiariesamendments, and any extensionsrestatements, refinancingmodifications, renewals, supplements and replacements are (in the good faith judgment of the Board of Directors of the Borrower or amendments or replacements thereof; provided that a senior financial officer of the encumbrances and restrictions in any such extensionBorrower, refinancing, renewal, supplement, amendment or replacementwhose determination shall be conclusive) not materially more restrictive, taken as a whole, are no more restrictive in any material with respect to such encumbrances and restrictions than those encumbrances agreements or restrictions that are then instruments as in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedas of the Closing Date; and
(xvii) restrictions arising from the Towers Transaction.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (T-Mobile US, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2026 Notes, the 2026 Notes Indenture, the 2029 Notes, the 2029 Notes Indenture, Hedging Obligations and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2026 Notes, the 2026 Notes Indenture, the 2029 Notes, the 2029 Notes Indenture, Hedging Obligations or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or regulation, order, or governmental license, permit or concessionsimilar restriction;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company (including by way of merger) 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(11) customary provisions applicable to Foreign Subsidiaries and other Non-Guarantors under terms of Indebtedness applicable thereto, in each case permitted to be incurred under this Indenture and in “support agreements” and Guarantees of any such Indebtedness, so long as, in the case of Non-Guarantors that are Domestic Restricted Subsidiaries, the Company determines in good faith that such restrictions or encumbrances will not adversely affect the Company’s Board ability to make payments of Directors, which limitation is applicable only to principal or interest on the assets, property or Equity Interests that are the subject of such agreementsNotes;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture;
(14) any operating lease or Finance Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any other Person; and
(1315) any other agreement or instrument with respect to any Unrestricted Subsidiary or governing Indebtedness entered into after the property or assets of such Unrestricted Subsidiary Issue Date that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the contains encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementthat are not materially more restrictive, 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 replacedon the Issue Date pursuant to agreements in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on and the Issue Date Senior Discount Notes as in effect on the Issue Date date of this Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than Notes and the Senior Secured Credit Facilities)Note Guarantees, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in this Indenture, the Senior Secured Credit FacilitiesNotes and the Note Guarantees on the date of such amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing;
(3) the agreements and instruments governing Indebtedness issued pursuant to clause (13) of Section 4.09 hereof; provided that such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of described in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Iwo Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of Holdings to (1a)(i) pay dividends pro rata or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pro rata with respect to any Capital Stock of such Subsidiary or any other interest or participation in, or measured by, its such Subsidiary's profits, or (ii) pay any Indebtedness owed by such Subsidiary to the Company Holdings or any of its Restricted Holdings' other Subsidiaries;
, (2b) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries; or
Holdings' Subsidiaries or (3c) sell, lease or transfer any of its such Subsidiary's properties or assets pro rata to the Company Holdings or any of its Restricted Holdings' Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (1i) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided Refinancings thereof permitted hereunder, PROVIDED, HOWEVER, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings Refinancings are not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other restrictions provisions than those contained in those agreements the Credit Documents on the Issue Date;
date hereof, (2iii) the Credit Facilities Documents (other than Company Indenture and the Senior Secured Credit Facilities)Company Notes as in effect as of the date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings Refinancings thereof, (iv) this Indenture and the Notes, (v) applicable law, (vi) by reason of those agreementscustomary non-assignment provisions in leases, licenses and other agreements entered into in the Ordinary Course of Business and consistent with past practices, (vii) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (vi) above on the property so acquired, (viii) Permitted Refinancing Indebtedness; provided PROVIDED, HOWEVER, that such Credit Facilities Documents and restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions restrictive than those contained in the Senior Secured Credit Facilities;
agreements governing the Indebtedness being Refinanced, (3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5ix) any agreement or instrument governing Indebtedness or Indebtedness, Capital Stock or assets of a Person or assets acquired by the Company or any of its Restricted Holdings' Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
, (6x) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens otherwise permitted to be incurred under the provisions of Section 4.12 hereof Incurred pursuant to this Indenture that limit limits the right of the debtor thereunder to dispose of the assets subject to securing such Liens;
Indebtedness, (11xi) provisions limiting dividends or contracts for the disposition or distribution sale of assets, property including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or Equity Interests disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xii) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xiii) customary provisions in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements licenses and leases and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course Ordinary Course of businessBusiness; and
and (13xiv) any agreement statutory or instrument with respect to any Unrestricted Subsidiary or the property or assets contractual provisions requiring pro rata treatment of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms holders of this Indenture at the time Capital Stock of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedSubsidiaries constituting Permitted Partially Owned Subsidiaries.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Interactive Health will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Interactive Health 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 Interactive Health or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Interactive Health or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Interactive Health or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or order, or governmental license, permit or concession;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company Interactive Health 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 8) 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;
(109) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanyInteractive Health’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1312) any agreement other agreement, instrument or instrument with respect document relating to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not governing Indebtedness incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, renewals, supplements or amendments or replacements thereofcompliance with this Indenture; provided that the terms and conditions of such encumbrances and or restrictions contained in any such extensionagreement, refinancing, renewal, supplement, amendment instrument or replacementdocument are not materially more restrictive, taken as a whole, are no more restrictive in any material respect than those encumbrances or restrictions that are then contained in each of the Credit Agreement, this Indenture and Existing Indebtedness, in each case as in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedon the date of this Indenture.
Appears in 1 contract
Samples: Indenture (Interactive Health, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other and Credit Facilities (including agreements in existence on related to First Lien Claims under the Issue Date Credit Facilities) as in effect on the Issue Date date of the indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of the indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3a) the this Indenture, the Notes and the Note Guarantees, and (b) the Second Lien Notes Indenture, the Second Lien Notes and the Second Lien Guarantees, the Intercreditor Agreement and the other Security Documents;
(3) applicable law;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(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 otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements respecting Permitted Business Investments and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;business; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and.
(13b) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.Section 4.09 (
Appears in 1 contract
Samples: First Supplemental Indenture (Energy Xxi (Bermuda) LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company BP I and BP II will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 BP I, BP II or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company BP I, BP II or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company BP I, BP II or any of its Restricted Subsidiaries.
(b) The restrictions ; except in Section 4.08(a) hereof will not apply to each case for such encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness contractual encumbrances or any other agreements in existence on the Issue Date as restrictions in effect on the Issue Date Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and any amendmentsother local working capital facilities, restatementsthe Senior Secured Notes Indenture, modificationsthe October 2010 Senior Indenture, renewalsthe October 2010 Senior Secured Indenture, supplementsthe May 2010 Indenture, refundingsthe 2009 Indenture, replacements or refinancings of those agreements; provided that the amendments2007 Senior Notes Indenture, restatementsthe 2007 Senior Subordinated Notes Indenture, modificationsthe 2007 Intercreditor Agreement, renewalsthe First Lien Intercreditor Agreement, supplementsthe Senior Secured Notes Security Documents, refundingsthe October 2010 Security Documents, replacements or refinancings are not materially more restrictivethe 2009 Security Documents, taken as a whole, the 2007 Notes Security Documents and the security documents with respect to such dividend the Senior Secured Credit Facilities and other restrictions than those contained in those agreements on the Issue DateLocal Facilities;
(2) the Credit Facilities Documents (other than this Senior Notes Indenture, the Senior Secured Credit FacilitiesNotes (and Senior Note Guarantees thereof), any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those other intercreditor agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indentureapplicable law or any applicable rule, the Notes and the Note Guaranteesregulation or order;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or other instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company BP I, BP II or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired acquired;
(and 5) contracts or agreements for the sale of assets, including any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, restriction with respect to such dividend and other restrictions than those contained in those agreements a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or instruments at disposition of the time Capital Stock or assets of such acquisition); provided further, that, in Restricted Subsidiary pending the case closing of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredsale or disposition;
(6) customary non-assignment provisions in contracts any Restricted Investment not prohibited by Section 4.04 and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessPermitted Investment;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers or suppliers under contracts entered into in the ordinary course of business; and;
(13) any agreement or instrument with respect 8) customary provisions in joint venture agreements, similar agreements relating solely to any Unrestricted Subsidiary or such joint venture and other similar agreements entered into in the property or assets ordinary course of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.business;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (1i)(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;
, (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing the Existing Indebtedness as in effect on the Issue Date;
date of this Indenture, (2b) the New Credit Facility as in effect as of the date of this Indenture, or other Credit Facilities Documents (other than entered into subsequent to the Senior Secured Credit Facilities)date of this Indenture, and in either case any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such other Credit Facilities Documents and the or amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured New Credit Facilities;
Facility as in effect on the date of this Indenture as determined in good faith by the Company's Board of Directors, (3c) the Indenture, the Notes Indenture and the Note Guarantees;
Notes, (4d) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5e) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
incurred, (6f) customary non-assignment provisions in leases and other contracts and licenses including, without limitation, with respect to any intellectual property, other contracts entered into in the ordinary course of business;
business and consistent with past practices, (7g) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
clause (8) iii) above on the property so acquired, (h) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
its sale, (9i) 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;
refinanced as determined in good faith by the Company's Board of Directors, (10j) Liens secured Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.12 hereof 4.09 that limit limits the right of the debtor to dispose of the assets subject to securing such Liens;
Indebtedness, (11k) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
business and (12l) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1a) 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;
(2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any Existing Indebtedness, the Discount Notes and Credit Facilities, other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions encumbrances or restrictions, than those contained in those agreements on the Issue Datedate of this Indenture;
(2ii) agreements governing Priority Lien Debt permitted to be incurred under this Indenture to the Credit Facilities Documents (other than the Senior Secured Credit Facilities)extent not permitted under another clause of this paragraph; provided, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements that provisions relating to such encumbrances or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesAgreement on the date of this Indenture;
(3iii) the this Indenture, the Notes Notes, the Subsidiary Guarantees and the Note GuaranteesSecurity Documents;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts leases and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of business;
(7vii) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (c) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9viii) 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;
(10ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11x) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12xi) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts or net worth provisions contained in leases and other agreements entered into in the ordinary course of business;
(xii) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of 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 is being sold; and
(13xiii) any agreement for the sale or instrument with respect to any Unrestricted Subsidiary other disposition of assets, including the sale or other disposition of a Restricted Subsidiary, that restricts the property or assets disposition of such Unrestricted Subsidiary assets or distributions by that is designated as a Restricted Subsidiary in accordance with pending the terms of this Indenture at the time sale or other disposition of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedassets.
Appears in 1 contract
Samples: Indenture (Lbi Media Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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 SubsidiariesSubsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions set forth in Section 4.08(a4.10(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or and any other agreements in existence on the Issue Date related collateral documents as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes, the Note Guarantees and any Collateral Agreements;
(3) agreements governing other than the Senior Secured Indebtedness (including Credit Facilities), ) permitted to be incurred under the provisions of the covenant described in Section 4.08 of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are restrictions will not materially more restrictive, taken as a whole, with respect adversely impact the ability of the Company to such dividend make required principal and interest payments on the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note GuaranteesNotes;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except or any agreement or other instrument with respect to a Restricted Subsidiary of the extent Company that was previously an Unrestricted Subsidiary pursuant to or by reason of any agreement that such Indebtedness Subsidiary is a party to or Capital Stock was Incurred in connection with or in contemplation entered before the date on which such Subsidiary became a Restricted Subsidiary of such acquisition)the Company, 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 or so designated or deemed, as applivable (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual including after acquired property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Taseko Mines LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TLLP 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 TLLP or any of its Restricted Subsidiaries; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to the Company TLLP or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company TLLP or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date Date, including the Existing 5.875% Indenture and the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property a Restricted Subsidiary or assets of a such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the such sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; provided that, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due;
(14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1316) any agreement or instrument with respect secured Indebtedness that limits the right of the debtor to any Unrestricted Subsidiary or dispose of the property or assets of securing such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, Indebtedness and any extensionsrelated encumbrance or restriction contained in security agreements, refinancing, renewals, supplements mortgages 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 replacedpurchase money agreements.
Appears in 1 contract
Samples: Indenture (Tesoro Logistics Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or 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;
(2iii) make any loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iv) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence effect or entered into on the Issue Date Date, including agreements governing Existing Indebtedness as in effect on the Issue Date Date, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof (in each case, regardless of those agreementswhether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced), in whole or in part; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Date;
(2ii) the Credit Facilities Agreement, the Existing Notes Indenture Documents (other than and the Senior Secured Credit Facilities)Backstop Notes, in each case, in effect as of the Issue Date, and any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewalsincreases, supplements, refundings, replacements or refinancings thereof (in each case, regardless of whether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced) and any additional credit facilities permitted under this Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional credit facilities are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesAgreement as in effect on the Issue Date;
(3iii) the Indenture, the Notes and the Note GuaranteesIndenture Documents;
(4iv) applicable law, law and any applicable rule, regulation or order, or governmental license, permit or concession;
(5v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business;
(vi) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature described in clause (iv) of Section 5.08(a) on the property so acquired;
(vii) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Subsidiary of the Company that restricts distributions by that Subsidiary pending its sale or other disposition thereof;
(viii) any agreement or other instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any Subsidiary of its Restricted Subsidiaries as the Company in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredacquired;
(6ix) customary non-assignment provisions in contracts and licenses including, without limitation, with respect Liens that limit the right of the Company or any of its Subsidiaries to any intellectual property, entered into in dispose of the ordinary course of businessasset or assets subject to such Lien;
(7x) purchase money obligations for customary provisions limiting the disposition or distribution of assets or property acquired in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the ordinary course assets that are the subject of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)such agreements;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9xi) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10xii) Liens permitted any such encumbrance or restriction with respect to be incurred under the provisions of Section 4.12 hereof that limit the right any Foreign Subsidiary of the debtor Company pursuant to dispose an agreement governing Indebtedness incurred by such Foreign Subsidiary, (a) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the Company and its Subsidiaries than the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii) above (as determined in good faith by the Company), or (b) if such encumbrance or restriction is not materially more restrictive to the Company and its Subsidiaries than 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 will not materially affect the Company’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of the assets subject a payment or financial covenant relating to such LiensIndebtedness;
(11xiii) provisions limiting dividends any encumbrance or the disposition restriction existing under or distribution by reason of assets, property or Equity Interests contractual requirements of a Receivables Entity in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into connection with the approval of the Company’s Board of Directors, which limitation is applicable a Qualified Receivables Transaction; provided that such restrictions apply only to the assets, property such Receivables Entity or Equity Interests any Subsidiary acting as servicer or sub-servicer for such Qualified Receivables Transaction; provided that are the subject of any such agreementsencumbrance or restriction applicable to a Subsidiary acting as servicer or sub-servicer for such Qualified Receivables Transaction shall apply only to Servicer Accounts;
(12xiv) restrictions on cash or other deposits or net worth imposed by landlords, suppliers and customers or suppliers under contracts entered into in the ordinary course of business; and
(13xv) any agreement encumbrance or instrument with respect restriction applicable only to any Unrestricted Subsidiary Loan SPV existing under or by reason of the organizational documents of Loan SPV or the property or assets of such Unrestricted Subsidiary that is designated Backstop Notes, in each case as a Restricted Subsidiary in accordance with existence on the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedIssue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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 SubsidiariesSubsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions set forth in Section 4.08(a4.10(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or and any other agreements in existence on the Issue Date related collateral documents as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes, the Note Guarantees and any Collateral Agreements;
(3) agreements governing other than the Senior Secured Indebtedness (including Credit Facilities), ) permitted to be incurred under the provisions of the covenant described in Section 4.08 of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are restrictions will not materially more restrictive, taken as a whole, with respect adversely impact the ability of the Company to such dividend make required principal and interest payments on the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note GuaranteesNotes;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except or any agreement or other instrument with respect to a Restricted Subsidiary of the extent Company that was previously an Unrestricted Subsidiary pursuant to or by reason of any agreement that such Indebtedness Subsidiary is a party to or Capital Stock was Incurred in connection with or in contemplation entered before the date on which such Subsidiary became a Restricted Subsidiary of such acquisition)the Company, 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 or so designated or deemed, as applicable (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual including after acquired property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Taseko Mines LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on and the Issue Date Senior Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesAgreement on the date of this Indenture;
(32) the this Indenture, the Notes and the Note Guarantees;
(3) applicable law;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (acquired, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements or instruments; , provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at the time of such acquisition)instruments; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(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 otherwise permitted to be incurred under the provisions of pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements respecting Permitted Business Investments and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;business; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Windstar Energy, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2023 Notes, the 2023 Notes Indenture and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2023 Notes, the 2023 Notes Indenture or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or regulation, order, or governmental license, permit or concessionsimilar restriction;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company (including by way of merger) 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(11) customary provisions applicable to Foreign Subsidiaries and other Non-Guarantors under terms of Indebtedness applicable thereto, in each case permitted to be incurred under this Indenture and in “support agreements” and Guarantees of any such Indebtedness, so long as, in the case of Non-Guarantors that are Domestic Restricted Subsidiaries, the Company determines in good faith that such restrictions or encumbrances will not adversely affect the Company’s Board ability to make payments of Directors, which limitation is applicable only to principal or interest on the assets, property or Equity Interests that are the subject of such agreementsNotes;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture;
(14) any operating lease or Capital Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any other Person; and
(1315) any other agreement or instrument with respect to any Unrestricted Subsidiary or governing Indebtedness entered into after the property or assets of such Unrestricted Subsidiary Issue Date that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the contains encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementthat are not materially more restrictive, 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 replacedon the Issue Date pursuant to agreements in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of the Company to (1) (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;
, (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(aprovisions of clause (a) hereof will above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date hereof and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the Issue Datedate of this Agreement;
(2) the First Lien Credit Facilities Documents (other than Facility as in effect as of the Senior Secured Credit Facilities)date of this Agreement, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings thereof are not materially no more restrictive, taken as a whole, restrictive with respect to such dividend and the other payment restrictions than those contained in the Senior Secured First Lien Credit FacilitiesFacility as in effect on the date of this Agreement;
(3) the Indenturethis Agreement, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such the acquisition (except to the extent such the Indebtedness was incurred or the Capital Stock was Incurred authorized and issued in connection with or in contemplation of such the 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 (and any amendmentsacquired; provided, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided furtherhowever, that, in the case of IndebtednessIndebtedness or Disqualified Stock, such Indebtedness was or Disqualified Stock would have been permitted under Section 6.10 to be incurred or issued by the terms Company or one of this Indenture to be Incurredits Restricted Subsidiaries;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3sub-clause (3) of clause (a);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such the Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) any agreement for the sale or disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(10) Permitted Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;business; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Purchase and Security Agreement (Brown Jordan International Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1A) agreements governing Indebtedness or any other agreements in existence on this Agreement;
(B) the Issue Date as in effect on Second Priority Term Loan Agreement, the Issue Date Revolving Loan Agreement, the Indentures and the Notes and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthe Second Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesSecond Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes on the Closing Date;
(3C) the Indenture, the Notes and the Note Guaranteesany applicable Legal Requirements;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6D) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(7E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (i) and (iii) of the preceding paragraph;
(8) F) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9G) Permitted Refinancing Indebtedness; provided 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;
(10H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 5.06 (Incurrence of Indebtedness and Issuance of Preferred Equity) hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(11I) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Borrower's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12J) restrictions on provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13K) any agreement provisions restricting or instrument with respect to any Unrestricted Subsidiary encumbering the sale or other disposition of Expansion Assets or the property payment of dividends, distributions or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary similar payments made from cash flow derived exclusively from Expansion Assets, in accordance with each case pursuant to the terms of any Expansion Debt incurred pursuant to clause (iv) of the definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Borrower's ability to meet its obligations under this Indenture at Agreement, and, in the time written opinion of the president, chief operating officer or chief financial officer of the Borrower, is required in order to obtain such Expansion Debt and is customary for financings of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedtype.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (1a)(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;
, (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date hereof and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or and refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2ii) this Indenture and the Notes, (iii) the Credit Facilities Documents (other than Agreement, as in effect on the Senior Secured Credit Facilities)date hereof, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or and refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in such Credit Agreement, as in effect on the Senior Secured Credit Facilities;
date hereof, (3) the Indenture, the Notes and the Note Guarantees;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
hereof, (6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
, (7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
clause (8) c) above on the property so acquired, (viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
, (9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (10x) Liens permitted to be incurred under the provisions of Section 4.12 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens;
Lien, (11xi) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
and (12xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than a Loan Party) to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a6.2(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date and Equity Interests as in effect on the Issue Date Closing Date, and in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of Parent or the Borrower or a senior financial officer of the Borrower, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Closing Date;
(2ii) agreements or instruments governing any Permanent Financing, Incremental Facilities, Incremental Equivalent Debt, Replacement Facilities and Extension Facilities, in each case, expressly permitted under this Agreement, and, in each case not in effect on the Closing Date so long as (a) the Credit Facilities Documents encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the principal of, or interest and premium, if any, on the Loans, (other than b) the Senior Secured Credit Facilities), encumbrances and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions contained therein are not materially no more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in this Agreement and (c) such Permanent Financing, Incremental Facilities, Incremental Equivalent Debt, Replacement Facilities and Extension Facilities and such agreements or instruments entered into in connection therewith are expressly permitted under this Agreement (including, for the Senior Secured Credit Facilitiesavoidance of doubt, under Sections 2.23, 2.24, 2.25, 6.1, 6.3(b)(i), 6.4, 6.5, 6.6 and 6.7 of this Agreement);
(3iii) the Indenture, the Notes this Agreement and the Note Guaranteesother Loan Documents;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement agreements or instrument governing Indebtedness or Capital Stock of instruments with respect to a Person or assets 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 incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and customary contractual restrictions on transfers of all or substantially all assets of a Person;
(7vii) purchase money obligations for property acquired in the ordinary course of business and Capital any instrument governing any secured Indebtedness or Financing Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (iii) of Section 4.08(a)(3)6.2(a) hereof;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (i) and/or (iii) of Section 6.2(a) hereof on the Restricted Subsidiary pending the sale or other disposition;
(9ix) 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;
(10x) Liens permitted to be incurred under the provisions of Section 4.12 6.6 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11xi) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in partnership and joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12xii) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or suppliers landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and;
(13xiii) restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with Section 6.3 hereof; provided that such restrictions, taken as a whole, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, (a) are not materially more restrictive than those contained in the existing agreements referenced in clauses (i), (ii) and (iii) above, or (b) do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the Obligations hereunder;
(xiv) the issuance of Preferred Stock by a Restricted Subsidiary of the Borrower or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 6.3 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such 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);
(xv) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Unrestricted Subsidiary Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the property event of a payment default or assets a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Borrower’s ability to pay all principal, interest and premium, if any, on the Term Loans, as determined in good faith by the Borrower’s Board of such Unrestricted Subsidiary that is designated as Directors or a Restricted Subsidiary in accordance with senior financial officer of the terms of this Indenture at the time of such designation Borrower, whose determination shall be conclusive; and not incurred in contemplation of such designation, which encumbrances or restrictions (b) are not applicable materially more disadvantageous to the Lenders than is customary in comparable financings;
(xvi) any Person agreement or instrument of the property Borrower, Parent, or assets any of any Person other than their respective Subsidiaries existing prior to the Closing Date, as such Subsidiary agreements or its subsidiaries instruments may be amended, restated, modified, renewed or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, renewals, supplements or amendments or replacements thereofreplaced from time to time; provided that the encumbrances amendments, restatements, modifications, renewals, and restrictions replacements are (in any such extensionthe good faith judgment of the Board of Directors of the Borrower or a senior financial officer of the Borrower, refinancing, renewal, supplement, amendment or replacementwhose determination shall be conclusive) not materially more restrictive, taken as a whole, are no more restrictive in any material with respect to such encumbrances and restrictions than those encumbrances agreements or restrictions that are then instruments as in effect as of the Closing Date; and
(xvii) encumbrances and restrictions arising from the Dish Transactions or the Consent Decree Transactions;
(xviii) encumbrances and restrictions arising from any Permitted Towers Financing, Permitted Receivables Financing or Permitted Spectrum Financing, and customary SPV undertakings by each Permitted Spectrum Financing Subsidiary, Permitted Receivables Financing Subsidiary, Permitted Tower Financing Subsidiary or any other securitization entity that are being extended, refinanced, renewed, supplemented, amended or replacedis a Restricted Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (T-Mobile US, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (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 (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a4.07(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date existing indebtedness as in effect on the Notes Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modificationsincreases, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at on the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredNotes Issue Date;
(62) customary non-assignment provisions in contracts the Common Terms Agreement, this Indenture, the Notes, the Note Guarantees and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessSecurity Documents;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Datedate hereof;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesFacilities on the date hereof;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; or
(3) sell, lease or transfer any of its properties or assets to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date Date, including the Existing 5.875% Indenture, the Existing 6.125% Indenture, the Existing 5.500% and 6.250% Indenture and the Credit Agreements and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Financing Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property a Restricted Subsidiary or assets of a such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the such sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that, in the good faith judgment of TLLP determined at the time of the incurrence of such Indebtedness, Disqualified Equity or preferred securities, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due;
(14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1316) any agreement or instrument with respect secured Indebtedness that limits the right of the debtor to any Unrestricted Subsidiary or dispose of the property or assets of securing such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, Indebtedness and any extensionsrelated encumbrance or restriction contained in security agreements, refinancing, renewals, supplements mortgages 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 replacedpurchase money agreements.
Appears in 1 contract
Samples: Indenture (Tesoro Logistics Northwest Pipeline LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Partnership or any of its the Partnership'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 Partnership or any of its the other Restricted Subsidiaries;
(2b) make loans or advances to or make other Investments in the Company Partnership or any of its the other Restricted Subsidiaries; or
(3c) sell, lease or transfer any of its properties or assets to the Company Partnership or any of its the other Restricted Subsidiaries.
(b) . The restrictions contained in Section 4.08(a) hereof the immediately preceding sentence will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; any such agreements or any Existing Indebtedness to which such agreement relates, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date;
(2ii) the Partnership Credit Facilities Documents (other than the Senior Secured Credit Facilities), Facility and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and the other payment restrictions and loan or investment restrictions than those contained in such Credit Facility as in effect on the Senior Secured Credit FacilitiesIssue Date;
(3iii) the this Indenture, the Notes and the Note Guarantees;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by the Company Partnership 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 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 such Person, or the property or assets of the such Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3)clause (c) of the preceding sentence;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions contains any one or more of the restrictions described in clauses (a) through (c) of the preceding sentence by that such Restricted Subsidiary pending the its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days;
(9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10x) Liens securing Indebtedness otherwise permitted to be incurred under issued pursuant to the provisions of Section 4.12 hereof 4.10 that limit the right of the debtor Partnership or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(11xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and are not created in anticipation of such acquisitions;
(xii) any agreement or instrument relating to any Acquired Debt of any Restricted Subsidiary at the date on which such Restricted Subsidiary was acquired by the Partnership or any Restricted Subsidiary (other than the Indebtedness incurred in anticipation of such acquisition and provided such encumbrances or restrictions extend only to property of such acquired Restricted Subsidiary);
(xiii) any agreement or instrument governing Indebtedness permitted to be incurred under this 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 Indenture, taken as a whole;
(xiv) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only including "clawback," "make-well" or "keep-well" agreements, to the assets, property or Equity Interests that are the subject of such agreements;maintain
(12xv) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) the Credit Agreement and related agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on as of the Issue Datelater of the date thereof or the date of this Indenture;
(2) the agreements governing Existing Indebtedness and Credit Facilities Documents (other than as in effect on the Senior Secured Credit Facilities), date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in those agreements on the Senior Secured Credit Facilitiesdate of this Indenture;
(3) the this Indenture, the Notes and the Note Subsidiary Guarantees;
(4) applicable law, rule, regulation or order, or governmental regulatory approval, license, permit or concessionsimilar restriction;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, leases and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) encumbrances on property that exist at the time the property was acquired by the Company or any of its Restricted Subsidiaries;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement Indebtedness or instrument with respect to any Unrestricted Subsidiary or the property or assets other contractual requirements of such Unrestricted Subsidiary that is designated as a Restricted Receivables Subsidiary in accordance connection with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereofa Qualified Receivables Transaction; provided that the encumbrances and such restrictions in any apply only to 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 replacedReceivables Subsidiary.
Appears in 1 contract
Samples: Indenture (Gardner Denver Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Capital Stock Equity Interests 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; provided that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this Section 4.11;
(2ii) make loans or advances to or make other Investments in the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions contained in Section 4.08(a4.11(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date (including the Credit Agreement) and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those any such agreements; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3ii) the Indenture, the Notes and the Note Guarantees;
(4iii) applicable law, rule, regulation or regulation, order, licenses, permits or governmental licensesimilar governmental, permit judicial or concessionregulatory restriction;
(5iv) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets 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 incurred 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 such Person, or the property or assets of the such Person, so acquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be Incurredincurred;
(6v) customary non-assignment provisions in contracts Hydrocarbon or timber purchase and sale or exchange agreements or similar operational agreements or in licenses including, without limitation, with respect to any intellectual property, and leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(7vi) Capital Lease Obligations, mortgage financings or purchase money obligations obligations, in each case for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(34.11(a)(iii);
(8) vii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(9viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10ix) Liens securing Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.12 hereof 4.10 that limit the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(11x) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with customary for transactions of that type that solely affect the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, assets or property or Equity Interests that are the subject of such agreements; provided that, in the case of joint venture agreements, such provisions solely affect assets or property of the joint venture;
(12xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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 acquisition;
(xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers lessors under contracts or leases entered into in the ordinary course of business;
(xiii) Hedging Obligations incurred from time to time; and
(13xiv) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement or instrument with respect entered into subsequent to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary Issue Date in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereofSection 4.09; provided that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such extension, refinancing, renewal, supplement, amendment or replacement, Indebtedness are not materially less favorable to the Company taken as a whole, are no more restrictive as determined by the Board of Directors of the General Partner in any material respect good faith, than those encumbrances or restrictions that are then the provisions contained in the Credit Agreement as in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedon the Issue Date.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (PVR Partners, L. P.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The However, the restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness or in such Credit Facility, in each case, as in effect on the Issue Datedate of this Indenture;
(2) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the Credit Facilities Documents (other than same are in effect as of the Senior Secured Credit Facilities)date on which such Subsidiary becomes a Restricted Subsidiary, and any as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit Facilitiesapplicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary;
(3) any Indebtedness (incurred in compliance with Section 4.09 hereof) or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) or if such encumbrance or restriction is no more restrictive than those in the Credit Agreement or this Indenture;
(4) this Indenture, the Notes and the Note Guarantees;
(45) applicable law, rule, regulation or order, or governmental license, permit or concession;
(56) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(67) customary non-assignment provisions in contracts and leases or licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) 8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 9) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(910) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(1011) Liens permitted to be incurred under pursuant to the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1112) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, partnership agreements, limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests assets that are the subject of such agreements;
(1213) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or suppliers landlords under contracts entered into in the ordinary course of business;
(14) encumbrances or restrictions on any Indebtedness of Foreign Subsidiaries incurred in compliance with Section 4.09 hereof or any agreement pursuant to which such Indebtedness is issued or is secured; and
(1315) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable on security agreements or mortgages that limit the right of the debtor to any Person or dispose of 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, refinancing, renewals, supplements or amendments or replacements thereof; provided securing 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 replacedIndebtedness.
Appears in 1 contract
Samples: Indenture (Emmis Operating Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) 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 (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Indebtedness any agreement in effect on or any other agreements in existence entered into on the Issue Date as in effect Date, including, without limitation, the Indenture (including the related guarantees to be issued thereunder on the Issue Date and the Exchange Notes and the related guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement), the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in accordance with this clause (a)) so long as the encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Agreement;
(2b) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents this Agreement and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesNotes;
(3) the Indenture, the Notes and the Note Guarantees;
(4c) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5d) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person or assets 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 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 (and acquired, including any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those any such agreements or instruments; , provided that the amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those the agreements governing such original agreement or instruments at the time of such acquisition); provided instrument, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be Incurredincurred;
(6e) customary non-assignment or subletting provisions in leases, licenses or contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7f) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (iii) of the preceding paragraph;
(8) g) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;
(h) any agreement for the sale or other disposition of Equity Interests assets or property or assets Capital Stock of a Restricted Subsidiary permitted under this Agreement that restricts distributions the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending the its sale or other disposition;
(9i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10j) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;
(k) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof hereunder that limit the right of the debtor to dispose of the assets subject to such Liens;
(11l) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable agreements; provided that such restrictions apply only to the assets, assets or property or Equity Interests that are the subject of to such agreementsjoint venture;
(12m) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts or leases entered into in the ordinary course of business;
(n) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation otherwise permitted by this Agreement, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or a capital lease; and
(13o) other Indebtedness of Mobile Services or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement or instrument with respect entered into subsequent to any Unrestricted Subsidiary or the property or assets date of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary this Agreement in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereofcovenant described under Section 5.8; provided that either (A) the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such extension, refinancing, renewal, supplement, amendment or replacementIndebtedness are no less favorable to the Company, taken as a whole, are no more restrictive as determined by the Board of Directors of the Company in any material respect good faith than those encumbrances the provisions contained in the Credit Agreement or restrictions that are then the Indenture, in each case, as in effect and on the date hereof or (B) any encumbrance or restriction contained in such Indebtedness that are being extendeddoes not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, refinancedas determined by the Board of Directors of the Company in good faith, renewed, supplemented, amended or replacedto make scheduled payments of cash interest on the Notes when due.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2026 Notes, the 2026 Notes Indenture, the 2029 Notes, the 2029 Notes Indenture, the 2031 Notes, the 2031 Notes Indenture, Hedging Obligations and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2026 Notes, the 2026 Notes Indenture, the 2029 Notes, the 2029 Notes Indenture, the 2031 Notes, the 2031 Notes Indenture, Hedging Obligations or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or regulation, order, or governmental license, permit or concessionsimilar restriction;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company (including by way of merger) 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(11) customary provisions applicable to Foreign Subsidiaries and other Non-Guarantors under terms of Indebtedness applicable thereto, in each case permitted to be incurred under this Indenture and in “support agreements” and Guarantees of any such Indebtedness, so long as, in the case of Non-Guarantors that are Domestic Restricted Subsidiaries, the Company determines in good faith that such restrictions or encumbrances will not adversely affect the Company’s Board ability to make payments of Directors, which limitation is applicable only to principal or interest on the assets, property or Equity Interests that are the subject of such agreementsNotes;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture;
(14) any operating lease or Finance Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any other Person; and
(1315) any other agreement or instrument with respect to any Unrestricted Subsidiary or governing Indebtedness entered into after the property or assets of such Unrestricted Subsidiary Issue Date that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the contains encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementthat are not materially more restrictive, 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 replacedon the Issue Date pursuant to agreements in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) the Credit Agreement and related agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on as of the Issue Datelater of the date thereof or the date of this Indenture;
(2) the agreements governing Existing Indebtedness and Credit Facilities Documents (other than as in effect on the Senior Secured Credit Facilities), date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in those agreements on the Senior Secured Credit Facilitiesdate of this Indenture;
(3) the this Indenture, the Notes and the Note Subsidiary Guarantees;
(4) applicable law, rule, regulation or order, or governmental approval, license, permit or concessionsimilar restriction;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 incurred in connection with or in 47 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, leases and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (DRS Technologies Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture or any other indenture governing letters of credit, loans or debt securities issued by or on behalf of the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided Company that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such dividend dividend, distribution or other payment restrictions and the other loan or investment restrictions than those contained in this Indenture as in effect on the Senior Secured Credit Facilitiesdate of this Indenture;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in leases, contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof herein that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(10) any encumbrance or restriction imposed pursuant to the terms of any Non-Recourse Debt incurred pursuant to clause (5) of the definition of Permitted Debt or any preferred stock issued pursuant to clause (6) of the definition of Permitted Debt; provided that such encumbrance or restriction, in the written opinion of the President, Vice Chairman, Chief Operating Officer or Chief Financial Officer of the Company, (x) is required in order to obtain such financing or to place such preferred stock, (y) is customary for such financings or placements and (z) applies only to the assets or revenues of the applicable Restricted Subsidiary;
(11) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Debt incurred pursuant to clause (9) of the definition of Permitted Debt; provided that such encumbrance or restriction was not incurred in connection with or in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) a. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) . 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;
(2) . make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) . sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) b. The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) . applicable law, rule, regulation or order;
2. agreements governing Existing Indebtedness or any other agreements and the Senior Credit Facility, in existence on the Issue Date each case, as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not (i) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue DateDate or (ii) materially more restrictive than those customary in comparable financings as reasonably determined by the Board of Directors of the Company;
(2) 3. the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Notes Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesConvertible Notes Documents;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) . any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 5. 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;
(6. agreements governing other Indebtedness incurred in compliance with Section 4.09 hereof; provided that the encumbrances or restrictions contained therein, taken as a whole, are not materially more restrictive than those contained in the Notes Documents, in each case, as then in effect;
7. customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;
8. purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
9. 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;
10) . Permitted Liens permitted to be incurred under and restrictions in the provisions of Section 4.12 hereof agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) . restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and;
(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) any agreement . provisions in agreements or instrument instruments which prohibit the payment of dividends or the making of other distributions with respect to any Unrestricted Subsidiary class of Equity Interests of a Person other than on a pro rata basis;
14. customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture;
15. restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the property approval of Senior Management; provided that such sale or assets transfer complies with the other provisions of this Indenture; and
16. and instrument governing Indebtedness of a Foreign Restricted Subsidiary; provided that such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Indebtedness was not prohibited by the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedIndenture.
Appears in 1 contract
Samples: Indenture (Castle a M & Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (x) 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 (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date existing indebtedness as in effect on the Issue First Indenture Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modificationsincreases, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at on the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this First Indenture to be IncurredDate;
(62) this Indenture, the Notes, the Note Guarantees and the Security Documents;
(3) applicable law, rule, regulation or order;
(4) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Permitted Debt, including 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;
(10) 8) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into with the approval of the Company’s Board of DirectorsDirectors of the General Partner, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1210) Interest Rate and Currency Xxxxxx permitted from time to time under this Indenture; and
(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Sabine Pass LNG, L.P.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Neither Parent nor the Company will notwill, and neither of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantor to:
(1) 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;
(2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture;
(2) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date Term Loan Facility and the Second Term Loan Facility as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings date of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by Parent, the Company Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interests was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Indenture; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which customary encumbrances or restrictions are not applicable imposed pursuant to any Person or agreement of the property or assets type described in the definition of any Person other than such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, 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“Permitted Investments.”
Appears in 1 contract
Samples: Indenture (Vantage Drilling CO)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), ABL Revolving Facility and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in those agreements on the Senior Secured Credit FacilitiesIssue Date;
(3) the this Indenture, the Notes Notes, the Note Guarantees and the Note GuaranteesSecurity Documents;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and contracts, leases or licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property property, including alloy metals, acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and;
(13) any agreement encumbrance or instrument 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;
(14) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Unrestricted Subsidiary or class of Capital Stock of a Person other than on a pro rata basis with respect to that class of Capital Stock;
(15) restrictions on the property or transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such Unrestricted Subsidiary sale;
(16) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that is designated as restrict the transfer of assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(17) Indebtedness or other contractual requirements of a Restricted Receivables Subsidiary in accordance connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary;
(18) restrictions on the terms ability of this Indenture at any Foreign Subsidiary to make dividends or other distributions resulting from the time operation of payment defaults and reasonable financial covenants contained in documentation governing Indebtedness of such designation and not Foreign Subsidiary permitted to be incurred in contemplation of under the Indenture provided that such designation, which encumbrances or restrictions are will not applicable materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Board of Directors of the Company); and
(19) any Person encumbrances or the property or assets of restrictions imposed by any Person other than such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiariesamendments, and any extensionsmodifications, refinancingrestatements, renewals, supplements increases, supplements, refundings, replacements or amendments refinancings of the contracts, instruments or replacements thereofobligations referred to in clauses (1) through (18) above permitted to be incurred subsequent to the Issue Date; provided that the encumbrances and or restrictions in any such extensionamendments, refinancingmodifications, renewalrestatements, supplementrenewals, amendment increases, supplements, refundings, replacements or replacementrefinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, are no more restrictive in any material respect than those the encumbrances or restrictions that are then in effect and that are being extendedprior to such amendment, refinancedmodification, renewedrestatement, supplementedrenewal, amended increase, supplement, refunding, replacement or replacedrefinancing.
Appears in 1 contract
Samples: Indenture (AGY Holding Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) this Indenture, the Notes and the Subsidiary Guarantees, the Second Priority Notes and the related Subsidiary guarantees, the Second Priority Indenture, the Third Priority Notes and the related Subsidiary guarantees and the Third Priority Indenture;
(2) agreements governing Indebtedness or any other agreements in existence on the Issue Date Credit Facilities as in effect on the Issue Closing Date (including the First Priority Term Loan Agreement, the Second Priority Term Loan Agreement and the Revolving Loan Agreement) and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Closing Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) any applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (1) and (3) of the preceding paragraph;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Permitted Refinancing Indebtedness; provided 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant contained in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: First Priority Indenture (Delta Energy Center, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in provisions of Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements and such related Collateral Documents, in existence on the Issue Date each case as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents Notes and the amendments, restatements, modifications, renewals, supplements, refundings, replacements Note Guarantees;
(3) agreements governing Indebtedness incurred in compliance with Section 4.09 hereof if the encumbrance or refinancings thereof are restriction is not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and Notes, the Note GuaranteesGuarantees or any Collateral Documents, in each case as then in effect;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)) hereof;
(8) any agreement for (a) the sale of assets that restricts such assets pending the sale or other disposition and (b) the sale, merger, amalgamation, consolidation or other disposition of Equity Interests the Company or property one or more of its Restricted Subsidiaries or the sale of all or substantially all of the assets of a the Company or any of its Restricted Subsidiary Subsidiaries, that restricts distributions by that the Company and/or the applicable Restricted Subsidiary Subsidiaries pending the sale such sale, merger, amalgamation, consolidation or other disposition;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the t(he 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2018 Notes, the 2018 Notes Indenture and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2018 Notes, the 2018 Notes Indenture or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(3) applicable law;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board business;
(11) customary provisions applicable to Foreign Subsidiaries under Indebtedness of Directors, which limitation is applicable only Foreign Subsidiaries permitted to the assets, property or Equity Interests that are the subject be incurred under this Indenture and in “support agreements” and Guarantees of any such agreementsIndebtedness;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture; and
(1314) any agreement operating lease or instrument with respect Capital Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedPerson.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Unless the Rating Condition is satisfied at the time of such action or event, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) 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;
(2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Notwithstanding the foregoing, Section 4.08(a3.11(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness or any other agreements in existence on and the Issue Date Credit Facilities as in effect on the Issue Date and date of this Supplemental Indenture or any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthe Existing Indebtedness or the Credit Facilities (including successive amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings); provided that the agreements governing such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements on the Issue Date;
(2) date of this Supplemental Indenture; and provided further that the agreements initially governing the New Domestic Revolving Credit Facility and the New Canadian Revolving Credit Facility replacing the Credit Facilities Documents (other than Agreements in existence on the Senior Secured Credit Facilities)date of this Supplemental Indenture will not be subject to the requirements of the preceding proviso, and the agreements governing any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the (including successive amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings refinancings) thereof will be deemed to satisfy the requirements of the preceding proviso if they are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured agreements initially governing the New Domestic Revolving Credit FacilitiesFacility and the New Canadian Revolving Credit Facility;
(3ii) the Indenture, the Notes this Supplemental Indenture, and the Note GuaranteesSenior Subordinated Notes;
(4iii) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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, Person other than the Person, or the property properties or assets of the Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture and this Indenture Supplemental Indenture, to be Incurredincurred;
(6v) customary non-assignment provisions in leases, contracts and licenses including, without limitation, with respect to any intellectual property, or agreements entered into in the ordinary course of business;
(7vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (iii) of Section 4.08(a)(3)3.11(a) hereof;
(8) vii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition;
(9viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 3.1 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11x) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements relating to transactions and arrangements permitted under the Indenture and this Supplemental Indenture;
(xi) any Purchase Money Note or other Indebtedness or contractual arrangement entered into or incurred by and relating exclusively to a Receivables Entity in connection with a Qualified Receivables Transaction that, in the approval good faith determination of the Company’s 's Board of Directors, which limitation is applicable only reasonably necessary to the assets, property or Equity Interests that are the subject of effect such agreementsQualified Receivables Transaction;
(12xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13xiii) provisions in charters, bylaws or similar governing documents of any agreement special purpose finance subsidiary or instrument with respect to any Unrestricted Subsidiary or joint venture entity as in effect on the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms date 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 any 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, refinancing, 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 reasonably customary for comparable entities engaged in effect comparable activities otherwise permitted under the Indenture and that are being extended, refinanced, renewed, supplemented, amended or replacedthis Supplemental Indenture.
Appears in 1 contract
Samples: Third Supplemental Trust Indenture (Louisiana Pacific Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of the Company to (1a)(i) pay dividends pro rata or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pro rata with respect to any Capital Stock of such Subsidiary or any other interest or participation in, or measured by, its such Subsidiary's profits, or (ii) pay any Indebtedness indebtedness owed by such Subsidiary to the Company or any of its Restricted the Company's other Subsidiaries;
, (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
the Company's Subsidiaries or (3c) sell, lease or transfer any of its properties or assets pro rata to the Company or any of its Restricted the Company's Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date of this Indenture;
(ii) the Credit Documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided Refinancings thereof permitted hereunder, PROVIDED, HOWEVER, that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings Refinancings are not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other restrictions provisions than those contained in those agreements the Credit Documents on the Issue Datedate hereof;
(2iii) this Indenture and the Credit Facilities Documents (other than Notes as in effect on the Senior Secured Credit Facilities)date of this Indenture, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings Refinancings thereof;
(iv) the Holdings Indenture and the Holdings Notes;
(v) applicable law;
(vi) by reason of those agreementscustomary non-assignment provisions in leases, licenses and other agreements entered into in the Ordinary Course of Business and consistent with past practices;
(vii) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (vi) above on the property so acquired;
(viii) Permitted Refinancing Indebtedness; provided PROVIDED, HOWEVER, that such Credit Facilities Documents and restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions restrictive than those contained in the Senior Secured Credit Facilitiesagreements governing the Indebtedness being Refinanced;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5ix) any agreement or instrument governing Indebtedness or Indebtedness, Capital Stock or assets of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6x) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens otherwise permitted to be incurred under the provisions of Section 4.12 hereof Incurred pursuant to this Indenture that limit limits the right of the debtor thereunder to dispose of the assets subject to securing such LiensIndebtedness;
(11xi) provisions limiting dividends or contracts for the disposition or distribution sale of assets, property including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or Equity Interests disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(xii) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business;
(xiii) customary provisions in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements licenses and leases and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course Ordinary Course of businessBusiness; and
(13xiv) any agreement statutory or instrument with respect to any Unrestricted Subsidiary or the property or assets contractual provisions requiring pro rata treatment of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms holders of this Indenture at the time Capital Stock of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedSubsidiaries constituting Permitted Partially Owned Subsidiaries.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1A) agreements governing Indebtedness or any other agreements in existence on this Agreement;
(B) the Issue Date as in effect on First Priority Term Loan Agreement, the Issue Date Revolving Loan Agreement, the Indentures and the Notes and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthe First Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesFirst Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes on the Closing Date;
(3C) the Indenture, the Notes and the Note Guaranteesany applicable Legal Requirements;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6D) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(7E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (i) and (iii) of the preceding paragraph;
(8) F) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9G) Permitted Refinancing Indebtedness; provided 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;
(10H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 5.06 (Incurrence of Indebtedness and Issuance of Preferred Equity) hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(11I) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Borrower's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12J) restrictions on provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13K) any agreement provisions restricting or instrument with respect to any Unrestricted Subsidiary encumbering the sale or other disposition of Expansion Assets or the property payment of dividends, distributions or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary similar payments made from cash flow derived exclusively from Expansion Assets, in accordance with each case pursuant to the terms of any Expansion Debt incurred pursuant to clause (iv) of the definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Borrower's ability to meet its obligations under this Indenture at Agreement, and, in the time written opinion of the president, chief operating officer or chief financial officer of the Borrower, is required in order to obtain such Expansion Debt and is customary for financings of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedtype.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Blount International shall not, and will shall not permit any perxxx xxy of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Blount International that is not a Guarantor to:
: (1i) pay xxx dividends or make any other distributions on its Capital Stock to the Company Blount International or any of its Restricted SubsidiariesXxxxxdiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness indebtedness owed to the Company Blount International or any of its Restricted Subsidiaries;
Xxxxxdiaries; (2iii) make loans or advances to the Company Blount International or any of its Restricted SubsidiariesXxxxidiaries; or
or (3iv) sell, lease or transfer any of its properties or assets to the Company Blount International or any of its Restricted Subsidiaries.
(b) The Subsidxxxxxx. However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
: (1i) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements that Existing Indebtedness, as in effect on the Issue Date;
; (2ii) the New Credit Facilities Documents (other than as in effect on the Senior Secured Credit Facilities), Issue Date and any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewalsincreases, supplements, refundings, replacements or refinancings thereof or such other Credit Facility, provided that those amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, and such other Credit Facility, are not materially no more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured New Credit Facilities;
, as in effect on the Issue Date; (3iii) the Indenture, this Indenture and the Notes or any other indenture governing debt securities that are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in this Indenture and the Note Guarantees;
Notes; (4iv) applicable law, law or any applicable rule, regulation or order, or governmental license, permit or concession;
; (5v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company Blount International or any of its Restricted Subsidiaries Subsxxxxxxes as in effect at the time of such acquisition (except to the extent such that Indebtedness or Capital Stock was Incurred 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture to be Incurred;
Indenture; (6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
; (7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
clause (8) iv) of the preceding paragraph; (viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary of Blount International that restricts distributions by that xx xxxt Restricted Subsidiary pending the its sale or other disposition;
; (9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (10x) Liens permitted to be incurred under the provisions of Section 4.12 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens;
that Lien; (11xi) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into in the ordinary course of business; (xii) any Purchase Money Note or other Indebtedness or contractual requirements incurred with the approval of the Company’s Board of Directors, which limitation is applicable only respect to the assets, property or Equity Interests that are the subject of such agreements;
a Qualified Receivables Transaction relating to a Receivables Subsidiary; (12xiii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13xiv) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing the Indebtedness; and (xv) any agreement encumbrances or instrument restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Blount International's Board of Directors not matxxxxxxy more restrictive in the aggregate with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated dividend and other payment restrictions than those (considered as a Restricted Subsidiary whole) contained in accordance with the terms of this Indenture at dividend or other payment restrictions prior to the time of such designation and not incurred in contemplation of such designationapplicable amendment, which encumbrances or restrictions are not applicable to any 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 subsidiariesmodification, and any extensions, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancingrestatement, renewal, increase, supplement, amendment refunding, replacement 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 replacedrefinancing.
Appears in 1 contract
Samples: Indenture (Blount International Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its 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 owed to the Company Issuer or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing (A) Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; agreements (provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a wholewhole as determined by the Issuer in good faith, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date) and (B) any Credit Facility and, in each case, any related documentation and related Hedging Obligations;
(2) the Credit Facilities Indenture Documents and any documents relating to the Indenture Documents;
(3) agreements governing Indebtedness (other than the Senior Secured Credit FacilitiesIndebtedness described in clauses (1) and (7) of this Section 4.08(b), ) incurred in compliance with Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendmentsencumbrances or restrictions contained therein, restatementstaken as a whole as determined by the Issuer in good faith, modifications, renewals, supplements, refundings, replacements or refinancings thereof either (i) are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions restrictive than those contained in agreements governing Indebtedness in effect on the Senior Secured Credit Facilities;
Issue Date or (3ii) are not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the Issuer in good faith, which determination shall be conclusive) and, in the case of subclause (ii), either (x) the Indenture, Issuer determines (in good faith) that such encumbrance or restriction will not affect the Issuer’s ability to make principal or interest payments on the Notes and or (y) such encumbrances or restrictions apply only during the Note Guaranteescontinuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement license, permit or other accreditation with a regulatory authority entered into in the ordinary course of business;
(6) restrictions which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;
(7) any instrument governing Indebtedness or Capital Stock of a Person or assets 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 Capital Stock was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) 8) customary non-assignment provisions in contracts contracts, including leases, sub-leases, licenses and licenses including, without limitation, with respect to any intellectual propertyother similar agreements, entered into in the ordinary course of business;
(79) customary provisions restricting the subletting, assignment or transfer of any property or asset that is subject to a lease governing a leasehold interest, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or similar contract;
(10) purchase money obligations for property acquired in the ordinary course of business and Capital Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of this Section 4.08(a)(34.08(a);
(8) 11) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(912) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a wholewhole as determined by the Issuer in good faith, than those contained in the agreements governing the Indebtedness being refinanced;
(1013) Liens permitted to be incurred under the provisions of Section 4.12 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1114) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests Capital Stock in joint venture or operating agreements, sale agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval limiting transfer of the Company’s Board of Directorssuch assets, property or Capital Stock, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1215) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business, including such restrictions imposed by insurance, surety or bonding companies;
(16) customary provisions in joint venture agreements and other similar agreements;
(17) arrangements, arising or agreed to in the ordinary course of business, not relating to any Indebtedness, that, in the good faith determination of the Issuer, do not impair the Issuer’s ability to service debt and that do not, individually or in the aggregate, detract from the value of property or assets of the Restricted Subsidiaries in any manner material to the Restricted Subsidiaries taken as a whole;
(18) restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility;
(19) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;
(20) [reserved];
(21) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Issuer; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Issuer and any such encumbrance or restriction does not extend to any assets or property of the Issuer of any Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary;
(22) provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary of the Issuer in connection with a sale and leaseback transaction; and
(1323) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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 imposed by extensions, refinancingamendments, modifications, restatements, renewals, supplements increases, supplements, refundings, replacements or amendments refinancing of the contracts, instruments or replacements thereofobligations referred to in clauses (1) through (22) of this Section 4.08(b); provided that the encumbrances and restrictions in any such extensionextensions, refinancingamendments, renewalmodifications, supplementrestatements, amendment renewals, increases, supplements, refundings, replacements or replacementrefinancing are not materially more restrictive, taken as a wholewhole as determined by the Issuer in good faith, are no more restrictive than such encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) For purposes of determining compliance with this Section 4.08, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any material respect than those encumbrances such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedadvances.
Appears in 1 contract
Samples: Indenture (Primo Brands Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than a Loan Party) to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a6.2(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date (a) Existing Debt, and (b) Equity Interests and Credit Facilities as in effect on the Issue Date Closing Date, and in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided provided, that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of the Borrower or a senior financial officer of the Borrower, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Closing Date;
(2ii) agreements or instruments governing Credit Facilities not in effect on the Closing Date so long as either (a) the Credit Facilities Documents encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the principal of, or interest and premium, if any, on the Term Loans, or (other than b) the Senior Secured Credit Facilities), encumbrances and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions contained therein are not materially no more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Agreement;
(3iii) the Indenture, the Notes this Agreement and the Note Guaranteesother Loan Documents;
(4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5v) any agreement agreements or instrument governing Indebtedness or Capital Stock of instruments with respect to a Person or assets 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 incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided furtherprovided, that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be Incurredincurred;
(6vi) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and customary contractual restrictions on transfers of all or substantially all assets of a Person;
(7vii) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (iii) of Section 4.08(a)(3)6.2(a) hereof;
(8) viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (i) and/or (iii) of Section 6.2(a) hereof on the Restricted Subsidiary pending the sale or other disposition;
(9ix) Permitted Refinancing Indebtedness; provided 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;
(10x) Liens permitted to be incurred under the provisions of Section 4.12 6.6 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11xi) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in partnership and joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12xii) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or suppliers landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and;
(13xiii) restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with Section 6.3 hereof; provided, that such restrictions, taken as a whole, in the good faith judgment of the Borrower’s Board of Directors or a senior financial officer of the Borrower, whose determination shall be conclusive, (a) are not materially more restrictive than those contained in the existing agreements referenced in clauses (i) and (iii) above, or (b) do not impair the ability of any Restricted Subsidiary of the Borrower to pay dividends or make any other distributions or payments directly or indirectly to the Borrower in an amount sufficient to permit the Borrower to pay the Obligations hereunder;
(xiv) the issuance of Preferred Stock by a Restricted Subsidiary of the Borrower or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 6.3 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such 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);
(xv) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Unrestricted Subsidiary Restricted Subsidiary, provided, that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the property event of a payment default or assets a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Borrower’s ability to pay all principal, interest and premium, if any, on the Term Loans, as determined in good faith by the Borrower’s Board of such Unrestricted Subsidiary that is designated as Directors or a Restricted Subsidiary in accordance with senior financial officer of the terms of this Indenture at the time of such designation Borrower, whose determination shall be conclusive; and not incurred in contemplation of such designation, which encumbrances or restrictions (b) are not applicable materially more disadvantageous to the Term Loan Lenders than is customary in comparable financings;
(xvi) any Person agreement or instrument of the property Borrower, Parent, or assets any of any Person other than their respective Subsidiaries existing prior to the Closing Date, as such Subsidiary agreements or its subsidiaries instruments may be amended, restated, modified, renewed or replaced from time to time; provided, that the property or assets of such Subsidiary or its subsidiariesamendments, and any extensionsrestatements, refinancingmodifications, renewals, supplements and replacements are (in the good faith judgment of the Board of Directors of the Borrower or amendments or replacements thereof; provided that a senior financial officer of the encumbrances and restrictions in any such extensionBorrower, refinancing, renewal, supplement, amendment or replacementwhose determination shall be conclusive) not materially more restrictive, taken as a whole, are no more restrictive in any material with respect to such encumbrances and restrictions than those encumbrances agreements or restrictions that are then instruments as in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedas of the Closing Date; and
(xvii) restrictions arising from the Towers Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of the Indenture (including without limitation the agreements governing or related to the New Revolving Credit Facility) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of the Indenture;
(2) the Credit Facilities Documents (agreements governing other than the Senior Secured Credit Facilities), Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(3) this Indenture, the Notes, the Note Guarantees and the Collateral Agreements;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (x) 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 (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Indebtedness or any other agreements in existence on the Issue Date existing indebtedness as in effect on the Issue Date Date, the Assumption Agreement or Settlement Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modificationsincreases, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, increases, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at on the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredIssue Date;
(62) this Indenture, the Notes, the Note Guarantees and the Security Documents;
(3) applicable law, rule, regulation or order;
(4) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Indebtedness permitted to be incurred pursuant to Section 4.09 hereof, including 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;
(10) 8) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into with the approval of the Company’s Board of DirectorsDirectors of the General Partner, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1210) Interest Rate and Currency Xxxxxx permitted from time to time under this Indenture; and
(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Cheniere Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Credit Facilities;
(2) agreements governing Existing Indebtedness or any other agreements and the Senior Subordinated Convertible Notes, in existence on the Issue Date each case as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings date of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) agreements or instruments governing Indebtedness incurred pursuant to Section 4.09 hereof so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, and interest and Special Interest, if any, on the notes, or (b) if the debt is incurred by the Company, the encumbrances and restrictions contained therein are not materially more restrictive, taken as a whole, than those contained in the Notes and this Indenture;
(6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) customary provisions in joint-venture agreements entered into in the ordinary course of business;
(8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(9) 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;
(10) 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;
(11) Indebtedness that is secured by Liens that were permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(12) provisions limiting the disposition or distribution of assets or property in 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;
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(14) any instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3);
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedincurred.
Appears in 1 contract
Samples: Indenture (Fti Consulting Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Neither Parent nor the Company will notwill, and neither of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantor to:
(1) 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;
(2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture;
(2) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings date of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by Parent, the Company Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interests was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Indenture; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which customary encumbrances or restrictions are not applicable imposed pursuant to any Person or agreement of the property or assets type described in the definition of any Person other than such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, 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“Permitted Investments.”
Appears in 1 contract
Samples: Indenture (Vantage Drilling CO)
Dividend and Other Payment Restrictions Affecting Subsidiaries. 42
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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 owed to the Company or any of its the Company’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on and the Issue Date Credit Agreement as in effect on the Issue Date date of this Supplemental Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; , provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those such agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Supplemental Indenture, the Notes and the Note related Subsidiary Guarantees;
(3) applicable law;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 or Capital Stock was Incurred 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 7) any agreement for the sale or other disposition of Equity Interests all or property substantially all the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the closing of such sale or other disposition;
(9) 8) agreements governing 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into in the ordinary course of business;
(11) customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsa Qualified Receivables Transaction;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not agreements governing Indebtedness incurred in contemplation of compliance with Section 4.09(b)(4), provided that such designation, which encumbrances or restrictions are not applicable apply only to any Person or assets financed with the property or assets of any Person other than such Subsidiary or its subsidiaries or the property or assets proceeds of such Subsidiary or its subsidiaries, and any extensions, refinancing, 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 replacedIndebtedness.
Appears in 1 contract
Samples: First Supplemental Indenture (TreeHouse Foods, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) 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 (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Indebtedness any agreement in effect on or any other agreements in existence entered into on the Issue Date Date, including, without limitation, the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in effect on accordance with this clause (a)) so long as the Issue Date encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of the Indenture;
(2b) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guaranteesrelated Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;
(4c) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5d) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person or assets 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 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 (and acquired, including any amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those any such agreements or instruments; , provided that the amendments, modifications, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those the agreements governing such original agreement or instruments at the time of such acquisition); provided instrument, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6e) customary non-assignment or subletting provisions in leases, licenses or contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7f) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in Section 4.08(a)(3)clause (iii) of the preceding paragraph;
(8) g) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;
(h) any agreement for the sale or other disposition of Equity Interests assets or property or assets Capital Stock of a Restricted Subsidiary permitted under this Indenture that restricts distributions the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending the its sale or other disposition;
(9i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10j) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;
(k) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11l) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable agreements; provided that such restrictions apply only to the assets, assets or property or Equity Interests that are the subject of to such agreementsjoint venture;
(12m) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts or leases entered into in the ordinary course of business; and
(13n) any agreement relating to a sale and leaseback transaction or instrument Capital Lease Obligation otherwise permitted by the Indenture, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to any Unrestricted Subsidiary a sale and leaseback transaction or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedcapital lease.
Appears in 1 contract
Samples: Indenture (Mobile Storage Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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 61 measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date Creditor Notes, if any, and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than Notes, the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Security Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend Subsidiary Guarantees (including the Exchange Notes and the other restrictions than those contained in the Senior Secured Credit Facilitiesrelated Subsidiary Guarantees);
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in contracts contracts, agreements, leases, permits and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Xxxxx Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Xxxxx Energy Partners 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 Xxxxx Energy Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(2) make loans or advances to the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets acquired by the Company Xxxxx Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses includingor leases, without limitation, with respect to any intellectual property, in each case entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the its sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to any 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, refinancing, 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 replacedtime.
Appears in 1 contract
Samples: Indenture (Holly Energy Partners Lp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Suburban Propane will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Suburban Propane 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 Suburban Propane or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Suburban Propane or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Suburban Propane or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture and the Credit Facilities Documents Notes;
(3) restrictions in other than Indebtedness incurred in compliance with the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsSection 4.09; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictiverestrictions, taken as a whole, with respect to such dividend and the other restrictions are not materially more restrictive than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guaranteesagreements described above;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(7) any agreement or instrument governing Acquired Debt, 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;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Suburban Propane's Board of DirectorsSupervisors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Existing Indebtedness or any other agreements in existence on the Issue Date Equity Interests and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Datedate of this Indenture;
(2) the agreement or instruments governing Credit Facilities Documents not in effect on the date of the Indenture so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other than distributions or payments directly or indirectly to the Senior Secured Credit Facilities)Company in an amount sufficient to permit the Company to pay the principal of, or interest and any amendmentspremium and Liquidated Damages, restatementsif any, modificationson the Notes, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents (b) the encumbrances and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions contained therein are not materially no more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit FacilitiesIndenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or agreements instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to Indebtedness incurred, or preferred stock issued, by any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designationSubsidiary, which encumbrances or restrictions are not applicable to any 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances restrictions contained in the agreements or instruments governing such Indebtedness or preferred stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and restrictions premium and Liquidated Damages, if any, on the Notes, as determined in any such extensiongood faith by the Board of Directors of the Company, refinancing, renewal, supplement, amendment or replacement, taken as a whole, whose determination shall be conclusive; and (b) are no not materially more restrictive disadvantageous to the Holders of the Notes than is customary in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedcomparable financings.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) this Indenture, the Notes and the Subsidiary Guarantees, the Second Priority Notes and the related Subsidiary guarantees, the Second Priority Indenture, the Third Priority Notes and the related Subsidiary guarantees and the Third Priority Indenture;
(2) agreements governing Indebtedness or any other agreements in existence on the Issue Date Credit Facilities as in effect on the Issue Closing Date (including the First Priority Term Loan Agreement, the Second Priority Term Loan Agreement and the Revolving Loan Agreement) and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Closing Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) any applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (1) and (3) of the preceding paragraph;
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) Permitted Refinancing Indebtedness; provided 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant contained in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1210) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1311) any agreement provisions restricting or instrument with respect to any Unrestricted Subsidiary encumbering the sale or other disposition of Expansion Assets or the property payment of dividends, distributions or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary similar payments made from cash flow derived exclusively from Expansion Assets, in accordance with each case pursuant to the terms of this Indenture at any Expansion Debt incurred pursuant to clause (3) of the time definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Company's ability to meet its obligations on the Notes when due, and, in the written opinion of the president, chief operating officer or chief financial officer of the Company, is required in order to obtain such Expansion Debt and is customary for financings of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedtype.
Appears in 1 contract
Samples: First Priority Secured Floating Rate Notes Indenture (Calpine Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower 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 Borrower or any of its Restricted Subsidiaries;
(2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1A) agreements governing Indebtedness or any other agreements in existence on this Agreement;
(B) the Issue Date as in effect on Second Priority Term Loan Agreement, the Issue Date Revolving Loan Agreement, the Indentures and the Notes and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreementsthe Second Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other payment restrictions than those contained in the Senior Secured Credit FacilitiesSecond Priority Term Loan Agreement, the Revolving Loan Agreement, the Indentures and the Notes on the Closing Date;
(3C) the Indenture, the Notes and the Note Guaranteesany applicable Legal Requirements;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6D) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses including, without limitation, with respect to any intellectual property, entered into or issued in the ordinary course of businessbusiness and consistent with past practices;
(7E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)clauses (i) and (ii) of the preceding paragraph;
(8) F) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9G) Permitted Refinancing Indebtedness; provided 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;
(10H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 5.06 (Incurrence of Indebtedness and Issuance of Preferred Equity) hereof that limit the right of the debtor to dispose of the assets subject to such LiensLiens or to use the proceeds of any such disposition;
(11I) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Borrower's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12J) restrictions on provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13K) any agreement provisions restricting or instrument with respect to any Unrestricted Subsidiary encumbering the sale or other disposition of Expansion Assets or the property payment of dividends, distributions or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary similar payments made from cash flow derived exclusively from Expansion Assets, in accordance with each case pursuant to the terms of any Expansion Debt incurred pursuant to clause (iv) of the definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Borrower's ability to meet its obligations under this Indenture at Agreement, and, in the time written opinion of the president, chief operating officer or chief financial officer of the Borrower, is required in order to obtain such Expansion Debt and is customary for financings of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any 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, refinancing, 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 replacedtype.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Delta Energy Center, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than Notes, the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents 2010 Notes and the amendmentsindenture governing such notes, restatementsthe 2013 Notes and the indenture governing such notes and the Term Loan Agreement or any other indenture governing letters of credit, modifications, renewals, supplements, refundings, replacements loans or refinancings thereof debt securities issued by or on behalf of the Company that are not materially no more restrictive, taken as a whole, with respect to such dividend dividend, distribution or other payment restrictions and the other loan or investment restrictions than those contained in this Indenture, the Senior Secured Credit FacilitiesNotes, the 2010 Notes and the indenture governing such notes, the 2013 Notes and the indenture governing such notes and the Term Loan Agreement as in effect on the date of this Indenture;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in leases, contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof herein that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Neither Parent nor the Company will notwill, and neither of them will not permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantor to:
(1) 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;
(2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any Credit Agreement, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture;
(2) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings date of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 4.08(a)(3)clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement restrictions contained in, or instrument with respect in request of, Hedging Obligations permitted 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 be incurred by this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedIndenture.
Appears in 1 contract
Samples: Indenture (Vantage Drilling CO)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (1i)(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;
; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
reasons of (1a) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date December 19, 1996, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive in the aggregate in terms of such encumbrances or restrictions than those in effect on December 19, 1996; (b) the New Credit Agreement as in effect on December 19, 1996, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictivethereof, taken as a wholeprovided that such amendments, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendmentsmodifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are no more restrictive in the aggregate in terms of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements encumbrances or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured New Credit Facilities;
Agreement as in effect on December 19, 1996; (3c) the this Indenture, the Notes and the Note Subsidiary Guarantees;
; (4d) applicable law, rule, regulation or order, or governmental license, permit or concession;
; (5e) any agreement relating to the purchase, sale or lease of assets, or any instrument governing Indebtedness or Capital Stock of a Person or assets 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 such restriction was Incurred incurred in connection with with, or in contemplation of of, such acquisition), in each case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time Consolidated EBITDA of such acquisition); provided further, that, Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms contained herein; (f) by reason of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts leases and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
business and consistent with past practices; (7g) purchase money or capitalized lease obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in this Section 4.08(a)(3);
4.11(iii) hereof on the property so acquired; (8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9h) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
; (10i) Liens other Indebtedness permitted to be incurred under the provisions of by Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to 4.07 hereof, so long as any such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than set forth in such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, 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, Indebtedness are no more restrictive in any material respect the aggregate than those encumbrances contained in this Indenture or restrictions that are then the New Credit Agreement; or (j) any instrument governing the sale of assets of the Company or any of its Subsidiaries, which encumbrance or restriction applies solely to the assets of the Company or such Subsidiary, being sold in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedsuch transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or and any other agreements in existence on agreement, including Credit Facilities and the Issue Date Senior Note Indenture as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees; and the Senior Notes and the Senior Notes Guarantees;
(43) applicable law, rule, regulation or order, or governmental license, permit or concession;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in contracts contracts, licenses and licenses including, without limitation, with respect to any intellectual property, other commercial agreements entered into in the ordinary course of business;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) 7) any agreement for the sale or other disposition of Equity Interests all or property substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are are, in the good faith judgment of the senior management or Board of Directors of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(109) Liens any restriction on the transfer of assets under any Lien permitted to be incurred under this Indenture imposed by the provisions of Section 4.12 hereof that limit the right holder of the debtor to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;; and
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Polaner Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company’s Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its such Restricted Subsidiary’s profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Existing Indebtedness or any other agreements in existence on the Issue Date Capital Stock as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; agreements or instruments, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date;
(2) agreements or instruments governing Indebtedness containing prohibitions on dividends, distributions and other restricted payments; provided, however, that such clauses must permit dividends or other distributions of any Restricted Subsidiary of the Credit Facilities Documents (Company to the Company to enable the Company to make all regularly scheduled payments of the principal of, or interest and premium and Liquidated Damages, if any, on the Notes so long as no default or event of default has occurred and is continuing, or would result therefrom; provided, that if the event of default giving rise to such encumbrance or restriction is other than the Senior Secured Credit Facilities)a payment event of default, and a bankruptcy or insolvency event of default, then such prohibition may not extend for more than 180 days in any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesconsecutive 360 day period;
(3) the this Indenture, the Notes and the Note Subsidiary Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts contracts, leases, real property mortgages and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and business, Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased that are (a) incurred pursuant to clause (10) of Section 4.09(b), (b) incurred pursuant to clause (12) of Section 4.09(b) or (c) incurred pursuant to Section 4.09(a);
(8) any instrument governing Secured Indebtedness that imposes restrictions on the assets securing such Indebtedness of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 9) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(910) 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;
(1011) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1112) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests assets that are the subject of such agreements;
(1213) restrictions on cash or other deposits or net worth restrictions, in each case imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement other customary provisions arising or instrument with respect agreed to any Unrestricted Subsidiary in the ordinary course of business not relating to Indebtedness or Capital Stock that do not individually or in the property or aggregate detract from the value of the assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances Company or restrictions are not applicable to any 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, refinancing, 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 replacedGuarantor.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Suburban Propane will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company Suburban Propane 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 Suburban Propane or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company Suburban Propane or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company Suburban Propane or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a9.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided provided, that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than the Senior Secured Credit Facilities), Notes and any amendmentsExchange Notes issued pursuant to the Registration Rights Agreement;
(3) restrictions in other Indebtedness incurred in compliance with Section 9.10; provided, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictiverestrictions, taken as a whole, with respect to such dividend and the other restrictions are not materially more restrictive than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guaranteesagreements described above;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 9.09(a);
(7) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3)acquired;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof 9.13 that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanySuburban Propane’s Board of DirectorsSupervisors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1312) any agreement or instrument with respect governing Indebtedness of a subsidiary subject to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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 replacedU.S. Federal Energy Regulatory Commission.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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’s Restricted Subsidiaries;
(2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on Existing Indebtedness, the Issue Date 2020 Notes, the 2020 Notes Indenture and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, the 2020 Notes, the 2020 Notes Indenture or the Credit Agreement, as in effect on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(43) applicable law, rule, regulation or regulation, order, or governmental license, permit or concessionsimilar restriction;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company (including by way of merger) 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 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 (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in leases, licenses, contracts and licenses including, without limitation, with respect to any intellectual property, other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition;
(9) 8) 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;
(109) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.12, to the provisions of Section 4.12 hereof that limit extent limiting the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien;
(1110) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of business;
(11) customary provisions applicable to Foreign Subsidiaries and other Non-Guarantors under terms of Indebtedness applicable thereto, in each case permitted to be incurred under this Indenture and in “support agreements” and Guarantees of any such Indebtedness, so long as, in the case of Non-Guarantors that are Domestic Restricted Subsidiaries, the Company determines in good faith that such restrictions or encumbrances will not adversely affect the Company’s Board ability to make payments of Directors, which limitation is applicable only to principal or interest on the assets, property or Equity Interests that are the subject of such agreementsNotes;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(13) customary restrictions under Receivables Financings permitted to be incurred under this Indenture;
(14) any operating lease or Capital Lease Obligation, insofar as the provisions thereof limit the grant of a security interest in, or other assignment of, the related leasehold interest to any other Person; and
(1315) any other agreement or instrument with respect to any Unrestricted Subsidiary or governing Indebtedness entered into after the property or assets of such Unrestricted Subsidiary Issue Date that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the contains encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacementthat are not materially more restrictive, 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 replacedon the Issue Date pursuant to agreements in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
: (1a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Partnership or any of its the Partnership'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 Partnership or any of its the other Restricted Subsidiaries;
; (2b) make loans or advances to or make other investments in the Company Partnership or any of its the other Restricted Subsidiaries; or
or (3c) sell, lease or transfer any of its properties or assets to the Company Partnership or any of its the other Restricted Subsidiaries.
(b) . The restrictions contained in Section 4.08(a) hereof the immediately preceding sentence will not apply to encumbrances or restrictions existing under or by reason of:
: (1i) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; any such agreements or any Existing Indebtedness to which such agreement relates, provided that the such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date;
; (2ii) the Partnership Credit Facilities Documents (other than the Senior Secured Credit Facilities), Facility and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially no more restrictive, taken as a whole, with respect to such distribution, dividend and the other payment restrictions and loan or investment restrictions than those contained in such Credit Facility as in effect on the Senior Secured Credit Facilities;
Issue Date; (3iii) the this Indenture, the Notes and the Note Guarantees;
; (4iv) applicable law, rule, regulation or order, or governmental license, permit or concession;
; (5v) any agreement or instrument governing Indebtedness or Capital Stock Equity Interests of a Person or assets acquired by the Company Partnership 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 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 such Person, or the property or assets of the such Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
incurred; (6vi) customary non-assignment provisions in contracts licenses and licenses including, without limitation, with respect to any intellectual property, leases entered into in the ordinary course of business;
business and consistent with past practices; (7vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in Section 4.08(a)(3);
clause (8) c) of the preceding sentence; (viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions contains any one or more of the restrictions described in clauses (a) through (c) of the preceding sentence by that such Restricted Subsidiary pending the its sale or other disposition;
, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days; (9ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (10x) Liens securing Indebtedness otherwise permitted to be incurred under issued pursuant to the provisions of Section 4.12 hereof 4.11 that limit the right of the debtor Partnership or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;
Lien; (11xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and are not created in anticipation of such acquisitions; (xii) any agreement or instrument relating to any Acquired Debt of any Restricted Subsidiary at the date on which such Restricted Subsidiary was acquired by the Partnership or any Restricted Subsidiary (other than the Indebtedness incurred in anticipation of such acquisition and provided such encumbrances or restrictions extend only to property of such acquired Restricted Subsidiary); (xiii) any agreement or instrument governing Indebtedness permitted to be incurred under this 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 Indenture, taken as a whole; (xiv) provisions limiting dividends or with respect to the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements agreements, including "clawback," "make-well" or "keep-well" agreements, to maintain financial performance or results of operations of a joint venture entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreements;
business; and (12xv) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Leviathan Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness (a) Existing Indebtedness, (b) Proportionally Consolidated Interests, (c) Investments by the Company or any its Restricted Subsidiaries in Affiliates and third parties, (d) or other agreements of a similar nature, in existence on the Issue Date each case as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) the Credit Facilities Documents (other than as in effect on the Senior Secured Credit Facilities), date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments at on the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms date of this Indenture to be IncurredIndenture;
(63) this Indenture, the Notes, the Guarantees and the Security Documents;
(4) applicable law, rule, regulation or order;
(5) customary non-assignment provisions in contracts encumbrances and licenses restrictions (including, without limitation, with respect to any intellectual propertynon-assignment provisions) in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of businessbusiness that are not materially more restrictive, taken as whole, than those existing on the date of this Indenture;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 8) 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 extended, refinanced, renewed, replaced, defeased or refunded;
(109) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(1110) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which business; provided that such limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreementsagreement;
(1211) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and;
(1312) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Company or instrument with respect to any Unrestricted Restricted Subsidiary or of the Company is a party entered into in the ordinary course of business; provided that such agreement limits the encumbrance of solely the property or assets of the Company or such Unrestricted Restricted Subsidiary that is designated as are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(13) Indebtedness of a Restricted Subsidiary in accordance with of the terms of this Indenture Company existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company;
(14) with respect to clause (3) of Section 4.08(a) only, restrictions encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such designation and not acquisition;
(15) an agreement governing Indebtedness permitted to be incurred in contemplation of such designation, which encumbrances or restrictions are not applicable pursuant to any 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, refinancing, renewals, supplements or amendments or replacements thereofSection 4.09 hereof; provided that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such extension, refinancing, renewal, supplement, amendment or replacementIndebtedness, taken as a whole, are no not materially more restrictive in any material respect than those encumbrances contained in this Indenture; and
(16) customary net worth and restrictions on transfer, assignment or restrictions that are then subletting provisions contained in effect leases and that are being extended, refinanced, renewed, supplemented, amended other agreements entered into by the Company or replacedany Restricted Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (Dynegy Inc /Il/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(1) pay dividends or make any other distributions on its Capital Stock Equity Interests 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; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Equity Interests;
(2) make loans or advances to the Company or any of its other Restricted Subsidiaries; or
(3) sell, lease or otherwise transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Credit Facilities Documents Notes and the Note Guarantees;
(3) agreements governing other than Indebtedness permitted to be incurred under the Senior Secured Credit Facilities), provisions of the covenant described in Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those such agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions therein are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock Equity Interest of a Person or assets 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 Equity Interest was Incurred 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts transportation agreements or purchase and sale or exchange agreements, pipeline and water treatment agreements, or similar operational agreements or in licenses includingor leases, without limitation, with respect to any intellectual property, in each case entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement (a) for the sale or other disposition of Equity Interests a Restricted Subsidiary that contains any such restrictions on that Restricted Subsidiary pending its sale or property other disposition or assets (b) for the sale or other disposition of a particular asset or line of business of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending imposes restrictions on assets subject to any agreement of the sale or other dispositionnature described in clause (3) of Section 4.08(a) hereof;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests that are the subject of such agreementsbusiness;
(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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;
(13) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(1314) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to any 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, refinancing, 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 replacedtime.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements or instruments governing Existing Indebtedness or any other agreements in existence on the Issue Date Equity Interests and Credit Facilities as in effect on the Issue Date November 3, 2006 and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue DateNovember 3, 2006;
(2) the agreement or instruments governing Credit Facilities Documents not in effect on November 3, 2006 so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other than distributions or payments directly or indirectly to the Senior Secured Credit Facilities)Company in an amount sufficient to permit the Company to pay the principal of, or interest and any amendmentspremium and Liquidated Damages, restatementsif any, modificationson the Notes, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents (b) the encumbrances and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof restrictions contained therein are not materially no more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilitiesthis Indenture;
(3) the (i) this Indenture, the Notes and the Note GuaranteesGuarantees and (ii) that certain Indenture, dated November 3, 2006, among the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., f.k.a. The Bank of New York Trust Company, N.A., as trustee and the Company’s 9 1/4% Senior Notes due 2014 and Guarantees thereof issued thereunder;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or agreements instrument governing Indebtedness or Capital Stock of a Person or assets 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (3) of Section 4.08(a)(3)4.08(a) hereof;
(8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending the sale or other disposition;
(9) 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;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to Indebtedness incurred, or preferred stock issued, by any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designationSubsidiary, which encumbrances or restrictions are not applicable to any 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances restrictions contained in the agreements or instruments governing such Indebtedness or preferred stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and restrictions premium and Liquidated Damages, if any, on the Notes, as determined in any such extensiongood faith by the Board of Directors of the Company, refinancing, renewal, supplement, amendment or replacement, taken as a whole, whose determination shall be conclusive; and (b) are no not materially more restrictive disadvantageous to the Holders of the Notes than is customary in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedcomparable financings.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (1i)(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;
; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to , except for such encumbrances or restrictions existing under or by reason of:
reasons of (1a) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date as in effect on the Issue Date date hereof, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive in the aggregate in terms of such encumbrances or restrictions than those in effect on the date hereof; (b) the New Credit Agreement as in effect on the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictivethereof, taken as a wholeprovided that such amendments, with respect to such dividend and other restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendmentsmodifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements replacement or refinancings are no more restrictive in the aggregate in terms of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements encumbrances or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured New Credit Facilities;
Agreement as in effect on the date hereof; (3c) the this Indenture, the Notes and the Note Subsidiary Guarantees;
; (4d) applicable law, rule, regulation or order, or governmental license, permit or concession;
; (5e) any agreement relating to the purchase, sale or lease of assets, or any instrument governing Indebtedness or Capital Stock of a Person or assets 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 such restriction was Incurred incurred in connection with with, or in contemplation of of, such acquisition), in each case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired (and any amendmentsacquired, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time Consolidated Cash Flow of such acquisition); provided further, that, Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms contained herein; (f) by reason of this Indenture to be Incurred;
(6) customary non-assignment provisions in contracts leases and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
business and consistent with past practices; (7g) purchase money or capitalized lease obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in this Section 4.08(a)(3);
4.11(iii) hereof on the property so acquired; (8) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9h) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
; (10i) Liens other Indebtedness permitted to be incurred under the provisions of by Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to 4.07 hereof, so long as any such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger 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, property or Equity Interests that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than set forth in such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, 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, Indebtedness are no more restrictive in any material respect the aggregate than those encumbrances contained in this Indenture or restrictions that are then the New Credit Agreement; or (j) any instrument governing the sale of assets of the Company or any of its Restricted Subsidiaries, which encumbrance or restriction applies solely to the assets of the Company or such Restricted Subsidiary, being sold in effect and that are being extended, refinanced, renewed, supplemented, amended or replacedsuch transaction.
Appears in 1 contract
Samples: Indenture (Katz Media Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company MagnaChip will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Company MagnaChip 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 MagnaChip or any of its Restricted Subsidiaries;
(2) make loans or advances to the Company MagnaChip or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company MagnaChip or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or and any other agreements in existence on agreements, including the Issue Date Senior Credit Agreement, as in effect on the Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) the Credit Facilities Documents (other than the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents and the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and the other restrictions than those contained in the Senior Secured Credit Facilities;
(3) the this Indenture, the Notes and the Note Guarantees, the Second Priority Notes, and the intercreditor agreement and security documents with respect to the Second Priority Notes;
(43) applicable law, rule, regulation or order, or governmental license, permit or concession;
(54) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company MagnaChip 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 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instrumentsacquired; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(65) customary non-assignment provisions in contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business;
(76) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 7) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(9) 8) 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;
(9) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be incurred under this Indenture so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages;
(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting dividends or the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the CompanyMagnaChip’s Board of Directors, which limitation is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any restriction in any agreement or instrument 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 not more restrictive than the restrictions under the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacement, taken Senior Credit Agreement 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 replacedon the Issue Date.
Appears in 1 contract
Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) 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;
(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the preceding restrictions in Section 4.08(a) hereof will shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or any other agreements in existence on the Issue Date and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture;
(2) this Indenture, the Credit Facilities Documents (other than Notes, the Senior Secured Credit Facilities), and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such Credit Facilities Documents 2007 Notes and the amendmentsindenture governing such notes, restatementsthe 2013 Notes and the indenture governing such notes and the Term Loan Agreement or any other indenture governing letters of credit, modifications, renewals, supplements, refundings, replacements loans or refinancings thereof debt securities issued by or on behalf of the Company that are not materially no more restrictive, taken as a whole, with respect to such dividend dividend, distribution or other payment restrictions and the other loan or investment restrictions than those contained in this Indenture, the Senior Secured Credit FacilitiesNotes, the 2007 Notes and the indenture governing such notes, the 2013 Notes and the indenture governing such notes and the Term Loan Agreement as in effect on the date of this Indenture;
(3) the Indenture, the Notes and the Note Guarantees;
(4) applicable law, rule, regulation or order, or governmental license, permit or concession;
(5) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets 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 (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(64) customary non-assignment provisions in leases, contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of businessbusiness and consistent with past practices;
(75) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)(34.08(a);
(8) 6) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(97) 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;
(10) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof herein that limit the right of the debtor to dispose of the assets subject to such Liens;
(119) provisions limiting dividends or prohibiting the disposition or distribution of assets, assets or property or Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets, property or Equity Interests assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and
(13) any agreement or instrument with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person 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, refinancing, 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.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
