Common use of Holdings Covenants Clause in Contracts

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u) or (ee)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (eeoo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u) or (eek)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien NotesDocuments, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate merge with or into any other person in a transaction in which Holdings is the surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise conveydispose of the Equity Interests in the Borrower, sell, assign or transfer all or substantially all of its assets or property; provided that (d) Holdings shall be the continuing not engage in any business or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person business activity other than (i) ownership of the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state Equity Interests in the United States Borrower, together with activities related thereto, (ii) performance of its obligations under and shall expressly assume all in connection with the Loan Documents and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of Holdings under this Agreement the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the other Subsidiary Loan Documents pursuant to a supplement hereto Parties in the ordinary course of the operation of the Borrower’s or thereto in form reasonably satisfactory such Subsidiary Loan Party’s business, to the Administrative Agent extent such Guarantee is also given in the ordinary course of business), (and iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative AgentBorrower and/or its Subsidiaries permitted by Section 6.01) and (iiv) thereafteras otherwise required by law and (e) Holdings shall comply with Sections 5.05, such person will succeed to5.06, 5.07 and be substituted for, Holdings under this Agreement for all purposes5.10 as if each reference therein to the Borrower were a reference to Holdings.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u) or (eek)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien NotesDocuments, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate merge with or into any other person in a transaction in which Holdings is the surviving person, (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and shall not sell, transfer or otherwise convey, sell, assign or transfer all or substantially all dispose of its assets or property; provided that Holdings shall be the continuing or surviving person or, Equity Interests in the case of a mergerBorrower, amalgamation, consolidation, conveyance, sale, assignment (d) Holding shall not engage in any business or transfer where Holdings is not the continuing or surviving person business activity other than (i) ownership of the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state Equity Interests in the United States Borrower, together with activities related thereto, (ii) performance of its obligations under and shall expressly assume all in connection with the obligations of Holdings under this Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement, and any Indebtedness permitted to be incurred by Holdings, and other customary obligations incidental to its existence and ownership of the Equity Interests in the Borrower (including, without limitation, Guarantees of obligations (other than Indebtedness for borrowed money) of the Borrower and the Subsidiary Loan Documents pursuant to a supplement hereto Parties in the ordinary course of the operation of the Borrower’s or thereto in form reasonably satisfactory such Subsidiary Loan Party’s business, to the Administrative Agent extent such Guarantee is also given in the ordinary course of business), (and iii) issuance of Equity Interests, (iv) financing activities (including Guarantees of Indebtedness of the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative AgentBorrower and/or its Subsidiaries permitted by Section 6.01) and (iiv) thereafteras otherwise required by law and (e) Holdings shall comply with Sections 5.05, such person will succeed to5.06, 5.07 and be substituted for, Holdings under this Agreement for all purposes5.10 as if each reference therein to the Borrower were a reference to Holdings.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u), (ee) or (eeoo)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposes.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, : (a) it shall not engage in any business activities or have any material properties or liabilities, other than (i) its ownership of the Equity Interests of the Borrowereach First Tier Covenant Party and its subsidiaries and Verso Paper Finance Holdings, Inc. (“Verso Paper Holdings”) and, following the effectiveness of a Permitted Restructuring Transactions Amendment, such other Persons as are permitted by the terms hereof, and Holdings covenants and agrees not to form or acquire any subsidiary other than those subsidiaries identified as First Tier Covenant Parties as of the Amendment One Effective Date), (ii) its obligations under the Loan Documents, the ABL Loan Documents and any other document or agreement entered into in connection with any Permitted Business Acquisition, (iii) maintenance of its existence, (iv) as expressly contemplated by this Agreement and the other Loan Documents, (v) activities and properties incidental to the foregoing clauses (i), (ii), (iii) and (iv) and (vi) its obligations under the QLICI Put / Call AgreementOption entered into in connection with the QLICI Facility and holding the QLICI Holdings Loan and the intercompany note between it and the Borrower; (b) it will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u6.02(k) or (ee6.02(dd)) on any of the Equity Interests issued by the Borrower Borrowerany First Tier Covenant Party other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness Documents; (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (bc) Holdings it shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate merge with or into any other person (other than the Borrower) so long as Holdings is the surviving Person; (d) it shall at all times own directly 100% of the Equity Interests of the Borrowereach First Tier Covenant Party and shall not sell, transfer or otherwise conveydispose of the Equity Interests in the Borrowerany First Tier Covenant Party, sellexcept that (i) QLICI Subsidiary may have a separate managing member as further described in the definition of “QLICI Put / Call Option” and (ii) QLICI Subsidiary may merge with and into Holdings or dissolve so long as such merger or dissolution is consummated in accordance with the terms of Section 6.05(b)(v) hereof; (e) it shall comply with Sections 5.03, assign 5.05, 5.06, 5.07, 5.09 and 5.10 as if each reference therein to the Borrower were a reference to Holdings; and (f) it shall not permit Verso Paper Holdings to engage in any business activities or transfer all have any material properties or substantially all liabilities other than maintenance of its existence and shall not permit Verso Paper Holdings to create, incur, assume or permit to exist any Indebtedness or any Lien on any of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposesproperties.

Holdings Covenants. Holdings covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full in cash, and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) expired, and all amounts drawn thereunder have been reimbursed in full, unless the Required requisite Lenders shall otherwise consent in writing, writing in accordance with Section 10.08: (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (udd) or (ee)) on any of the Equity Interests issued by the Borrower Borrowerany First Tier Covenant Party other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and Documents; (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, provided that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate merge with or into any other person (other than the Borrower) so long as Holdings is the surviving Person; (c) Holdings shall at all times own directly 100% of the Equity Interests of the Borrowereach First Tier Covenant Party and shall not sell, transfer or otherwise conveydispose of the Equity Interests in the Borrower;any First Tier Covenant Party, sellexcept that (i) QLICI Subsidiary may have a separate managing member as further described in the definition of “QLICI Put / Call Option” and (ii) QLICI Subsidiary may merge with and into Holdings or dissolve so long as such merger or dissolution is consummated in accordance with the terms of Section 6.05(b)(v) hereof; and (d) Holdings shall comply with Sections 5.03, assign 5.05, 5.06, 5.07, 5.09 and 5.10 as if each reference therein to the Borrower were a reference to Holdings; and. (e) Holdings shall not permit Verso Paper Finance Holdings Inc. (“Verso Paper Holdings”) to engage in any business activities or transfer all have any material properties or substantially all liabilities other than maintenance of its existence and shall not permit Verso Paper Holdings to create, incur, assume or permit to exist any Lien on any of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposesproperties.

Holdings Covenants. (a) Holdings covenants shall not own or acquire any assets (other than Equity Interests of the Borrower, cash and agrees with each Lender thatCash Equivalents) or engage in any business or activity other than (i) the ownership of any Equity Interests of the Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as this Agreement (A) it is organized under the laws of the United States of America, any state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated or expired and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled (or have expired or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) same extent as immediately prior to such change and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, (ay) Holdings will not create, incur, assume may merge or permit to exist any Lien (other than Liens of a type described in Section 6.02(d), (e), (k), (u) or (ee)) on any of the Equity Interests issued by the Borrower other than the Liens created under the Loan Documents and Liens securing any First Lien Notes, First Lien Refinancing Notes, any First and a Half Lien Refinancing Notes or any Junior Refinancing Indebtedness (and, in each case, any Permitted Refinancing Indebtedness in respect thereof), and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Person if Holdings shall be is the continuing or surviving person or, in corporation or if the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person Person formed by or surviving any such merger, amalgamation merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) no Event of Default shall exist or result therefrom, (B) the person into which Holdings has been or to which Holdings has transferred such Successor Holding Company shall be an entity organized or existing under the laws Laws of a state in the United States and States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent Agent, (D) 161 (b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Unsecured Notes, the Senior Secured Notes, or any guarantees of other Indebtedness of the Borrower and the Administrative AgentSubsidiary Guarantors that is not prohibited hereunder (or any Permitted Refinancing thereof), if so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafterQualified Holding Company Debt and (iii) liabilities imposed by law, such person will succeed toincluding tax liabilities, and be substituted forother liabilities incidental to its existence and permitted business and activities (including the guarantee of obligations the Borrower and/or its Restricted Subsidiaries in the ordinary course). (c) Holdings shall not create, incur or assume any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted under Section 7.01 of the Credit Agreement) on any of the Equity Interests issued by the Borrower to Holdings under this Agreement for all purposesexcept to the extent such Lien secures Holdings’ guarantee of Indebtedness of the Borrower or a Subsidiary Guarantor permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.