Common use of Holding Company Covenant Clause in Contracts

Holding Company Covenant. Notwithstanding anything herein to the contrary, the Borrower shall not permit any Specified Holding Company or any Real Estate SPE to incur any Liens, Indebtedness or other liabilities or obligations, make any Restricted Payment or Investment, hold any assets (or receive any Investment or Restricted Payment from the Borrower or any other Restricted Subsidiary) or engage in any activities or consummate any transactions (including, without limitation, any Asset Sales) and will not permit such Specified Holding Company or Real Estate SPE to conduct, transact or otherwise engage in any business, operations or activities, in each case, other than: (a) in the case of any Real Estate SPE, the ownership of any Real Property (other than Mortgaged Property or Real Property that would be required to be Mortgaged Property) or as lessor or lessee of any Real Property and any other activities reasonably related to its status as an operator, owner, lessor or lessee of Real Property other than any activities that would reasonably be expected to subject such Real Estate SPE or such Real Property to any material liabilities or that would require any assets other than the Real Property to be held by such Real Estate SPE (in each case other than as permitted by clause (d) below); (b) in the case of any Real Estate SPE, (i) incurrence of Liens permitted pursuant to Section 6.01(a) (so long as such Real Estate SPE complies with the provisions of Section 5.12 as if the Existing Hill-Rom Notes are no longer outstanding), (c), (d), (e), (f), (g), (k), (l), (p), (q), (r), (s), (bb), (cc) or (ff); (ii) incurrence of Indebtedness permitted pursuant to Section 6.03(a), (e), (j) (only in respect of its guarantee of such Indebtedness) (n), (r), (s) or (y)(i);or (iii) any Asset Sale or Disposition in respect of Real Property (including the transfer of Real Property to a Real Estate SPE) to the extent such Asset Sale or Disposition would be permitted under Section 6.05; (c) performance of obligations under and compliance with the Loan Documents, its organizational documents or other requirement of Law (including maintenance of its legal existence), regulation, rule, order, judgment, decree or permit; (d) receipt of cash from the Borrower or another Restricted Subsidiary (i) in an amount not in excess of the amount necessary for such entity to maintain its organizational existence, comply with the requirements of Section 5.04(a) and (b); Section 5.05(a) and (b); Section 5.06(a)(i) and Section 6.11(c) and (ii) in the case of any Real Estate SPE, in an amount not in excess of any amounts due under any lease related to Real Property or taxes and other amounts due in respect of such Real Property to the extent necessary to maintain and preserve such Real Property; (e) any Specified Holding Company may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity and any Indebtedness owned by such Specified Holding Company is pledged by the Loan Party notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (so long as such Loan Party pledges any Indebtedness owned by such Specified Holding Company notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company; (f) any Real Estate SPE may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity) or another Real Estate SPE or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or another Real Estate SPE; (g) the making of Restricted Payments to any Loan Party; (h) judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f); (i) in the case of a Specified Holding Company, (i) owning intercompany Indebtedness described in Section 6.03(h)(ii), (ii) owning the equity interests of its Subsidiaries and (iii) the receipt of Restricted Payments from its Subsidiaries, the proceeds of which are promptly used to make Restricted Payments to any Loan Party; (j) in the case of New LuxCo or any Specified Holding Company which New LuxCo is merged into or to which it Disposes of all or a portion of the Xxxxx Xxxxx Intercompany Note, to promptly distribute to Xxxxx Xxxxx, Inc. all payments, distributions or other amounts received in respect of the Xxxxx Xxxxx Intercompany Note upon receipt thereof.

Holding Company Covenant. Notwithstanding anything herein to the contrary, the Borrower shall not permit any Specified Holding Company or any Real Estate SPE to incur any Liens, Indebtedness or other liabilities or obligations, make any Restricted Payment or Investment, hold any assets (or receive any Investment or Restricted Payment from the Borrower or any other Restricted Subsidiary) or engage in any activities or consummate any transactions (including, without limitation, any Asset Sales) and will not permit such Specified Holding Company or Real Estate SPE to conduct, transact or otherwise engage in any business, operations or activities, in each case, other than: (a) in the case of any Real Estate SPE, the ownership of any Real Property (other than Mortgaged Property or Real Property that would be required to be Mortgaged Property) or as lessor or lessee of any Real Property and any other activities reasonably related to its status as an operator, owner, lessor or lessee of Real Property other than any activities that would reasonably be expected to subject such Real Estate SPE or such Real Property to any material liabilities or that would require any assets other than the Real Property to be held by such Real Estate SPE (in each case other than as permitted by clause (d) below); (b) in the case of any Real Estate SPE, (i) incurrence of Liens permitted pursuant to Section 6.01(a) (so long as such Real Estate SPE complies with the provisions of Section 5.12 as if the Existing Hill-Rom Notes are no longer outstanding), (c), (d), (e), (f), (g), (k), (l), (p), (q), (r), (s), (bb), (cc) or (ff); (ii) incurrence of Indebtedness permitted pursuant to Section 6.03(a), (e), (g) (only in respect of its guarantee of such Indebtedness), (h) (only in respect of its guarantee of such Indebtedness), (c) (only in respect of its guarantee of such Indebtedness), (j) (only in respect of its guarantee of such Indebtedness) ), (n), (r), (s) or (y)(i);or (iii) any Asset Sale or Disposition in respect of Real Property (including the transfer of Real Property to a Real Estate SPE) to the extent such Asset Sale or Disposition would be permitted under Section 6.05; (c) performance of obligations under and compliance with the Loan Documents, its organizational documents or other requirement of Law (including maintenance of its legal existence), regulation, rule, order, judgment, decree or permit; (d) receipt of cash from the Borrower or another Restricted Subsidiary (i) in an amount not in excess of the amount necessary for such entity to maintain its organizational existence, comply with the requirements of Section 5.04(a) and (b); Section 5.05(a) and (b); Section 5.06(a)(i) and Section 6.11(c) and (ii) in the case of any Real Estate SPE, in an amount not in excess of any amounts due under any lease related to Real Property or taxes and other amounts due in respect of such Real Property to the extent necessary to maintain and preserve such Real Property; (e) any Specified Holding Company may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity and any Indebtedness owned by such Specified Holding Company is pledged by the Loan Party notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (so long as such Loan Party pledges any Indebtedness owned by such Specified Holding Company notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company; (f) any Real Estate SPE may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity) or another Real Estate SPE or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or another Real Estate SPE; (g) the making of Restricted Payments to any Loan Party; (h) judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f); (i) in the case of a Specified Holding Company, (i) owning intercompany Indebtedness described in Section 6.03(h)(ii), (ii) owning the equity interests of its Subsidiaries and (iii) the receipt of Restricted Payments from its Subsidiaries, the proceeds of which are promptly used to make Restricted Payments to any Loan Party; (j) in the case of New LuxCo or any Specified Holding Company which New LuxCo is merged into or to which it Disposes of all or a portion of the Xxxxx Xxxxx Intercompany Note, to promptly distribute to Xxxxx Xxxxx, Inc. all payments, distributions or other amounts received in respect of the Xxxxx Xxxxx Intercompany Note upon receipt thereof.

Holding Company Covenant. Notwithstanding anything herein to the contrary, the Borrower shall not permit any Specified Holding Company or any Real Estate SPE to incur any Liens, Indebtedness or other liabilities or obligations, make any Restricted Payment or Investment, hold any assets (or receive any Investment or Restricted Payment from the Borrower or any other Restricted Subsidiary) or engage in any activities or consummate any transactions (including, without limitation, any Asset Sales) and will not permit such Specified Holding Company or Real Estate SPE to conduct, transact or otherwise engage in any business, operations or activities, in each case, other than: (a) in the case of any Real Estate SPE, the ownership of any Real Property (other than Mortgaged Property or Real Property that would be required to be Mortgaged Property) or as lessor or lessee of any Real Property and any other activities reasonably related to its status as an operator, owner, lessor or lessee of Real Property other than any activities that would reasonably be expected to subject such Real Estate SPE or such Real Property to any material liabilities or that would require any assets other than the Real Property to be held by such Real Estate SPE (in each case other than as permitted by clause (d) below); (b) in the case of any Real Estate SPE, (i) incurrence of Liens permitted pursuant to Section 6.01(a) (so long as such Real Estate SPE complies with the provisions of Section 5.12 as if the Existing Hill-Rom Hill -Rom Notes are no longer outstanding), (c), (d), (e), (f), (g), (k), (l), (p), (q), (r), (s), (bb), (cc) or (ff); (ii) incurrence of Indebtedness permitted pursuant to Section 6.03(a), (e), (j) (only in respect of its guarantee of such Indebtedness) (n), (r), (s) or (y)(i);or (iii) any Asset Sale or Disposition in respect of Real Property (including the transfer of Real Property to a Real Estate SPE) to the extent such Asset Sale or Disposition would be permitted under Section 6.05; (c) performance of obligations under and compliance with the Loan Documents, its organizational documents or other requirement of Law (including maintenance of its legal existence), regulation, rule, order, judgment, decree or permit; (d) receipt of cash from the Borrower or another Restricted Subsidiary (i) in an amount not in excess of the amount necessary for such entity to maintain its organizational existence, comply with the requirements of Section 5.04(a) and (b); Section 5.05(a) and (b); Section 5.06(a)(i) and Section 6.11(c) and (ii) in the case of any Real Estate SPE, in an amount not in excess of any amounts due under any lease related to Real Property or taxes and other amounts due in respect of such Real Property to the extent necessary to maintain and preserve such Real Property; (e) any Specified Holding Company may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity and any Indebtedness owned by such Specified Holding Company is pledged by the Loan Party notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (so long as such Loan Party pledges any Indebtedness owned by such Specified Holding Company notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company; (f) any Real Estate SPE may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity) or another Real Estate SPE or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or another Real Estate SPE; (g) the making of Restricted Payments to any Loan Party; (h) judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f); (i) in the case of a Specified Holding Company, (i) owning intercompany Indebtedness described in Section 6.03(h)(ii), (ii) owning the equity interests of its Subsidiaries and (iii) the receipt of Restricted Payments from its Subsidiaries, the proceeds of which are promptly used to make Restricted Payments to any Loan Party.; (j) in the case of New LuxCo or any Specified Holding Company which New LuxCo is merged into or to which it Disposes of all or a portion of the Xxxxx Xxxxx Hill Rom EU C.V. Intercompany Note, to promptly distribute to Xxxxx Xxxxx, Inc. the Borrower all payments, distributions or other amounts received in respect of the Xxxxx Xxxxx Hill Rom EU C.V. Intercompany Note upon receipt thereof.

Holding Company Covenant. Notwithstanding anything herein to the contrary, the Borrower shall not permit any Specified Holding Company or any Real Estate SPE to incur any Liens, Indebtedness or other liabilities or obligations, make any Restricted Payment or Investment, hold any assets (or receive any Investment or Restricted Payment from the Borrower or any other Restricted Subsidiary) or engage in any activities or consummate any transactions (including, without limitation, any Asset Sales) and will not permit such Specified Holding Company or Real Estate SPE to conduct, transact or otherwise engage in any business, operations or activities, in each case, other than: (a) in the case of any Real Estate SPE, the ownership of any Real Property (other than Mortgaged Property or Real Property that would be required to be Mortgaged Property) or as lessor or lessee of any Real Property and any other activities reasonably related to its status as an operator, owner, lessor or lessee of Real Property other than any activities that would reasonably be expected to subject such Real Estate SPE or such Real Property to any material liabilities or that would require any assets other than the Real Property to be held by such Real Estate SPE (in each case other than as permitted by clause (d) below); (b) in the case of any Real Estate SPE, (i) incurrence of Liens permitted pursuant to Section 6.01(a) (so long as such Real Estate SPE complies with the provisions of Section 5.12 as if the Existing Hill-Hill Rom Notes are no longer outstanding), (c), (d), (e), (f), (g), (k), (l), (p), (q), (r), (s), (bb), (cc) or (ff); (ii) incurrence of Indebtedness permitted pursuant to Section 6.03(a), (e), (j) (only in respect of its guarantee of such Indebtedness) (n), (r), (s) or (y)(i);or (iii) any Asset Sale or Disposition in respect of Real Property (including the transfer of Real Property to a Real Estate SPE) to the extent such Asset Sale or Disposition would be permitted under Section 6.05; (c) performance of obligations under and compliance with the Loan Documents, its organizational documents or other requirement of Law (including maintenance of its legal existence), regulation, rule, order, judgment, decree or permit; (d) receipt of cash from the Borrower or another Restricted Subsidiary (i) in an amount not in excess of the amount necessary for such entity to maintain its organizational existence, comply with the requirements of Section 5.04(a) and (b); Section 5.05(a) and (b); Section 5.06(a)(i) and Section 6.11(c) and (ii) in the case of any Real Estate SPE, in an amount not in excess of any amounts due under any lease related to Real Property or taxes and other amounts due in respect of such Real Property to the extent necessary to maintain and preserve such Real Property; (e) any Specified Holding Company may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity and any Indebtedness owned by such Specified Holding Company is pledged by the Loan Party notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (so long as such Loan Party pledges any Indebtedness owned by such Specified Holding Company notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company; (f) any Real Estate SPE may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity) or another Real Estate SPE or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or another Real Estate SPE; (g) the making of Restricted Payments to any Loan Party; (h) judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f); (i) in the case of a Specified Holding Company, (i) owning intercompany Indebtedness described in Section 6.03(h)(ii), (ii) owning the equity interests of its Subsidiaries and (iii) the receipt of Restricted Payments from its Subsidiaries, the proceeds of which are promptly used to make Restricted Payments to any Loan Party; (j) in the case of New LuxCo or any Specified Holding Company which New LuxCo is merged into or to which it Disposes of all or a portion of the Xxxxx Xxxxx Intercompany Note, to promptly distribute to Xxxxx Xxxxx, Inc. all payments, distributions or other amounts received in respect of the Xxxxx Xxxxx Intercompany Note upon receipt thereof.