Holding Companies. (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).
(b) In the case of GYP IV or GYP V, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to their ownership of the Equity Interests of GYP V or the Canadian ULCs, as applicable, (ii) incur any Indebtedness (other than (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(f) (to the extent incurred by a Foreign Subsidiary), (n) (to the extent incurred by a Foreign Subsidiary) and (w)), or (iii) make any Investments (other than (x) Investments in GYP V, the Canadian ULCs or their Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02), (y) Investments of the type permitted by Section 7.02(a), (b), (c), (h), (i), (k) or (m) or (z) in the case of GYP IV, that cer...
Holding Companies. The Borrower shall not (and shall ensure no other Group Member (other than the Operating Companies) will) trade, carry on any business, own any assets or incur any liabilities except for:
(a) the provision of administrative services (excluding treasury services) to other Group Members of a type customarily provided by a holding company to its Subsidiaries;
(b) ownership of shares in its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts and cash; or
(c) any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Inter...
Holding Companies. None of the Parent, the Borrower or WXAT BVI shall trade, carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) except for:
(a) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other Group Members of a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewith;
(b) ownership of Equity Interests in Group Members, and credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction Security;
(c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group;
(d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements;
(e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members);
(f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan;
(g) having rights and liabilities under the Transaction Documents to which it is a party;
(h) incurring any liabilities for Taxes, professional fees and administration costs in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI);
(i) incurring any liabilities for any Merger Costs contemplated in the Funds Flow Statement;
(j) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provid...
Holding Companies. In the case of the Intermediate Entity Guarantors, engage in any business or activity other than (i) in the case of Suburban LP Holdings, LLC, the direct ownership of limited partnership interests in the Borrower, and in the case of Suburban LP Holdings, Inc., the direct ownership of limited partnership interests in Suburban LP Holdings, LLC, (ii) maintaining its existence, (iii) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (iv) activities incidental to the businesses or activities described in the foregoing clauses (i) through (iii).
Holding Companies. The Company shall not trade, carry on any business, own any assets or incur any liabilities except for any trade, business, assets or liabilities that arise from or in relation to the following:
(a) the provision of administrative services (excluding legal and treasury services) to other members of the Restricted Group of a type customarily provided by a holding company to its Subsidiaries;
(b) ownership of shares in its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments are subject to the Transaction Security (save where no such Transaction Security is required under the terms of this Agreement);
(c) any liabilities and the performance of obligations under the Transaction Documents and Shareholder Loans to which it is a party and incurrence and payment of professional and advisory fees and administration costs in the ordinary course of business as a holding company or as otherwise expressly permitted or not prohibited by any other term of any Finance Document;
(d) any guarantee of the obligations of another member of the Group which is permitted under “Limitation on Issuance of Guarantees of Indebtedness by Restricted Subsidiaries” of Schedule 15 (Incurrence Covenants Schedule).
Holding Companies. Notwithstanding any other provisions of this Agreement and the other Loan Documents, permit any Restricted Subsidiary which is a general partner in or owner of a general partnership interest in a Joint Venture to incur or suffer to exist any obligations or indebtedness of any kind, whether contingent or fixed (excluding any contingent liability of such Restricted Subsidiary to creditors of such Joint Venture arising solely as a result of its status as a general partner or owner of such Joint Venture and Guarantee Obligations referred to in subsections 8.4(d), 8.4(e), 8.4(f), 8.4(g) and 8.4(h)) or create or suffer to exist any Liens, in each case except to the extent any such obligations, indebtedness or Liens arise under or pursuant to the Joint Venture Charter for such Joint Venture as in effect on the Closing Date (or, if later, the date of acquisition or formation of such Joint Venture) or the Loan Documents or are otherwise permitted by the Loan Documents; or permit any Restricted Subsidiary which is a general partner in or owner of a general partnership interest in a Joint Venture to acquire any property or asset after the Closing Date (or, if later, the date of acquisition or formation of such Joint Venture) except for distributions made to it by such Joint Venture; or permit any Restricted Subsidiary which is a general partner in or owner of a general partnership interest in a Joint Venture to engage in any business or activity other than holding the general partnership interest in (or other ownership interest) such Joint Venture held by it on the Closing Date (or, if later, the date of formation of such Joint Venture).
Holding Companies. Walnut Street Investment, Ltd. By: /s/ XXXXX Xxxxx Name: XXXXX Xxxxx Title: Director
Holding Companies. Permit any Holding Company to engage in any business other than the ownership of the MSG Membership Interests.
Holding Companies. (a) In the case of Holdings, engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in its Subsidiaries, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (v) activities incidental to activities described in clauses (i) through (iv) of this Section 7.17(a).
(b) In the case of BHI Exchange, prior to the consolidation or merger thereof with and into Holdings as permitted pursuant to Section 7.04(a)(ii) and subject to Section 6.21, engage in any business or activity other than (i) the ownership (directly) of all outstanding Equity Interests in the Borrower, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (v) activities incidental to the activities described in clauses (i) through (iv) of this Section 7.17(b).
