Existing Restrictive Agreements Sample Clauses

Existing Restrictive Agreements. EXHIBITS
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Existing Restrictive Agreements. Secured Credit Agreement, dated as of October 5, 2007, by and among Network Appliance, Inc., the lenders party thereto and JPMorgan Chase Bank, National Association, as administrative agent. Loan Agreement dated as of March 31, 2006, by and among Network Appliance Global, Ltd., as the borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent Lease Agreements, dated as of December 15, 2005, December 16, 2006, and June 17, 2007, by and between BNP Paribas Leasing Corporation and Network Appliance, Inc., and those certain Closing Certificates executed in connection with such Lease Agreements, dated as of December 15, 2005, December 16, 2006, and June 17, 2007, by and between BNP Paribas Leasing Corporation and Network Appliance, Inc. Letter Agreement between Xxxxx Fargo Bank, National Association, and Borrower, dated as of December 1, 2006, providing Borrower with a revolving line of credit for the issuance of letters of credit in an aggregate principal amount not to exceed $5,000,000. Network Appliance, Inc. 0000 Xxx Xxxxx Xxxx Xxxxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Ingemar Lanevi Gentlemen: This certificate is furnished pursuant to subparagraph 4(A) of the Amended and Restated Closing Certificate and Agreement (Building 8) dated as of November 29, 2007 between BNP Paribas Leasing Corporation and Network Appliance, Inc. (as amended, the “Closing Certificate”). Terms defined in the Closing Certificate and used but not otherwise defined in this certificate are intended to have the respective meanings ascribed to them in the Closing Certificate. BNP Paribas Leasing Corporation (“BNPPLC”) certifies that the following are true and complete in all material respects, but only to the knowledge of BNPPLC as of the date hereof:
Sample 1
Existing Restrictive Agreements. Certificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X., Inc.
Sample 1Sample 2
Existing Restrictive Agreements. Shareholders’ Agreement by and among New Goal Development Limited and Grupo Vasconia, S.A.B. and Accent Xxxxxxxxx Group Inc. as “Shareholders” of LVA Limited provides that except upon prior approval of all of the other Shareholders to or as specified in Clause 6.2, no Shareholder may sell, transfer, assign, charge or create any security interest or encumbrance over, or otherwise dispose of, the beneficial interest over all or any part of the Shares beneficially owned by it; provided that the foregoing restrictions shall not apply (i) to any sale, transfer or disposition of all or any part of the Shares to an Affiliate or (ii) to any charge, security interest or encumbrance incurred in connection with a bank credit or other financing arrangement entered into in the ordinary course of business. Section 6.2 of such Shareholders’ Agreement provides that in the event either of New Goal Development Limited, Grupo Vasconia, S.A.B., or Accent Xxxxxxxxx Group Inc. proposes to transfer all or part of its Shares to one of its Affiliates, it can do so provided that (i) the transferee agrees in writing to be bound by the terms and conditions of the Shareholders’ Agreement and (ii) the transferor shall remain liable for any breaches of the Shareholders’ Agreement by the transferee. The Joint Venture and Shareholders’ Agreement by and between Corporate Power Limited and LVA Limited as “Shareholders” of Housewares Corporation of Asia Limited provides that neither party shall for a 3 year period from January 18, 2011, directly or indirectly transfer, mortgage, pledge, charge or otherwise dispose of or encumber or grant a security interest lien, charge, privilege or similar right in or on any of the Shares other than in connection with (i) the death, insolvent liquidation or bankruptcy of one of the other Parties; or (ii) unanimous written agreement by all Parties, other than to a subsidiary, parent company, company commonly controlled by the same shareholders or otherwise related to any Shareholder by way of a control of one half or more of the membership of its board of directors or one half or more of its equity capital. Shareholders’ Agreement by and among Grand Venture Enterprises Limited (a Hong Kong entity and an indirect subsidiary of Borrower) and Manweal Development Limited (a Hong Kong entity) as “Shareholders” of Grand Venture Holdings Limited (a Hong Kong entity) provides that except upon prior approval of all of the other Shareholders, no Shareholder may sell,...
Sample 1
Existing Restrictive Agreements. REFER TO THE SCHEDULES DELIVERED BY THE BORROWER ON, AND ATTACHED TO THE CREDIT AGREEMENT DATED AS OF, FEBRUARY 20, 2019 4156-0326-0209 EXHIBIT B (to Fifth Amendment) EXHIBIT D (to Credit Agreement) FORM OF BORROWING REQUEST BORROWING REQUEST The Bank of Nova Scotia GWS Loan Operations 720 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxtn: U.S. Loan Agency Operations SEAGATE HDD CAYMAN Ladies and Gentlemen: This Borrowing Request is delivered to you pursuant to Section 2.03 of the Credit Agreement, dated as of February 20, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“STX”) (as successor to Seagate Technology unlimited company), SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and The Bank of Nova Scotia (the “Administrative Agent”). Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement. The Borrower hereby requests that a [Revolving Loan][Term Loan A1][Term Loan A2] be made in the aggregate principal amount of $___________ on ________ __, 202_ as [an ABR Borrowing] [a Eurodollar Borrowing having an initial Interest Period of [one] [three] [six] month(s)]1. The Borrower hereby represents and warrants to the Lenders as follows:
Sample 1
Existing Restrictive Agreements. Construction Loan Agreement between Daytona Beach Property Headquarters Building, LLC and Key Bank, NA as Servicer and Xxxxx Fargo Bank Northwest, National Association, as Trustee. Reference is made to the Second Amended and Restated Revolving Credit Agreement dated as of September 27, 2016 (as amended and in effect on the date hereof, the “Credit Agreement”), among International Speedway Corporation, a Florida corporation, the lenders from time to time party thereto, Xxxxx Fargo Bank, N.A., as Administrative Agent for such lenders, as Issuing Bank and as Swingline Lender, and the other parties from time to time party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. The [name of assignor] (the “Assignor”) hereby sells and assigns, without recourse, to [name of assignee] (the “Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(g) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Ad...
Sample 1
Existing Restrictive Agreements. Each Rate Protection Agreement. Each of the following agreements restricts the ability to grant liens on or sell the equipment that is subject to such agreement:
Sample 1
AutoNDA by SimpleDocs
Existing Restrictive Agreements. Shareholders’ Agreement by and among New Goal Development Limited and Grupo Vasconia, S.A.B. and Accent-Xxxxxxxxx Group Inc. (as “Shareholders”) provides that except upon prior approval of all of the other Shareholders to or as specified in Clause 6.2, no Shareholder may sell, transfer, assign, charge or create any security interest or encumbrance over, or otherwise dispose of, the beneficial interest over all or any part of the Shares beneficially owned by it; provided that the foregoing restrictions shall not apply (i) to any sale, transfer or disposition of all or any part of the Shares to an Affiliate or (ii) to any charge, security interest or encumbrance incurred in connection with a bank credit or other financing arrangement entered into in the ordinary course of business. Clause 6.2 of Shareholders’ Agreement states that in the event either of New Goal, Vasconia or AFG proposes to transfer all or part of its Shares to one of its Affiliates, it can do so provided that (i) the transferee agrees in writing to be bound by the terms and conditions of this Agreement and (ii) the transferor shall remain liable for any breaches of this Agreement by the transferee. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and...
Sample 1
Existing Restrictive Agreements. EXHIBITS: A Form of Guarantee and Collateral Agreement B Form of Compliance Certificate C Form of Closing Certificate D Form of Mortgage E Form of Assignment and Assumption F Form of Legal Opinion of Xxxxxxxx & Xxxxx LLP G Form of Prepayment Option Notice H Form of Exemption Certificate I Form of Solvency Certificate CREDIT AGREEMENT dated as of June 13, 2006 (this "Agreement"), among Visteon Corporation, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Banking Corporation, as co-documentation agents (in such capacities, the "Co-Documentation Agent"), Citicorp USA, Inc., as syndication agent (in such capacity, the "Syndication Agent"), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent").
Sample 1

Related to Existing Restrictive Agreements

  • Restrictive Agreements No Loan Party will directly or indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative Agent or the Canadian Agent, as applicable; or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its Capital Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law, by any Loan Document, or under any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of the Loan Party or Subsidiary that are to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in contracts or leases restricting the assignment or subleasing or sublicensing thereof, (v) the foregoing shall not apply to any agreement relating to Indebtedness under the Indentures, the Term Loan, the Permanent Financing Facility, the CMBS Facilities, the Supplemental Real Estate Facilities (or any facilities replacing or refinancing such facilities), or Indebtedness of Foreign Subsidiaries (other than the Canadian Loan Parties) permitted hereunder (solely to the extent such restrictions are limited to the such Foreign Subsidiaries, (vi) clause (a) of the foregoing shall not apply to licenses or contracts which, by the terms of such licenses and contracts, prohibit the granting of Liens on the rights contained therein, and (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary and not created in contemplation of any such acquisition.

  • Restrictive Agreements, etc Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Collateral Agent; (b) the ability of such Person to amend or otherwise modify any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) (A) governing any Indebtedness permitted by Section 10.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness or (B) governing any Indebtedness permitted by Section 10.01(a) to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not more restrictive, taken as a whole, than the Credit Documents, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) for the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, (vi) [reserved], (vii) with respect to Investments in joint ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such joint ventures set forth in the applicable joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (viii) applicable requirements of law, (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person become a Subsidiary and 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 such Subsidiary, (x) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, or similar person, and (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business.

  • Restrictive Agreement an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

  • Restricted Payments; Restrictive Agreements (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any First Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Negative Pledges, Restrictive Agreements, etc Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a), restrictions under the Senior Subordinated Note Indenture or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrowers.

  • Restrictive Agreements Prohibited Neither the Company nor any of its subsidiaries, if any, shall become a party to any agreement which, by its terms, restricts the Company’s ability to perform under or comply with the terms of this Agreement, the Ancillary Agreements to which the Company is a party or the Charter.

  • Restrictive Documents The Purchaser is not subject to, or a party to, any charter or by-law restriction, Encumbrance, Contractual or Other Right or Obligation, law, rule, ordinance, regulation, or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance by the Purchaser with the terms, conditions and provisions hereof.

  • Effective Agreements The execution, delivery and performance of this Agreement and each other Transaction Document that has been executed by Seller, compliance with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby did not, and will not, violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of formation or limited liability company agreement, any instrument or agreement to which it is a party or by which it is bound or which affects the Current Excess Servicing Spread, or any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it or to the Current Excess Servicing Spread.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!