Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. Make any Investment in, or otherwise acquire or hold securities (including, without limitation, capital stock and evidences of indebtedness) of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate), except: (a) advances to employees of any one or more of the Borrower: (i) for business expenses not to exceed at any time $50,000 in the aggregate, and (ii) for personal needs not to exceed at any time $100,000 in the aggregate as to all employees of the Borrower; (b) investments in obligations of the United States or certificates of deposit of the Lender or other commercial banks, or other similar investments reasonably satisfactory to the Lender; (c) so long as no Default or Event of Default has occurred and is continuing, an Investment in or acquisition of the securities, assets or properties of any Person in which: (i) the aggregate consideration paid or payable by any or all of the Borrowers (whether in the form of cash, notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred in connection with any such Investment) does not exceed One Hundred Fifty Thousand ($150,000) Dollars in any one Fiscal Year; and (d) intercompany investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement.

Investments; Acquisitions. Make or permit to exist any Investment loans, advances, extensions of credit or capital contributions to, or make any acquisition or investment in, or otherwise acquire purchase or hold commit to purchase any stock or other securities (including, without limitation, capital stock and or evidences of indebtedness) ofindebtedness of or interests in, any Person or any Property, or make loans or advances to, or enter into pay management fees to any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate"Investments"), except: except for (a) advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and upon terms common in the industry for such accounts receivable, (b) advances to employees of such Borrower for the payment of expenses in the ordinary course of business, (c) Investments in any one other Borrower or more a Guarantor, (d) Liquid Investments, (e) advances made pursuant to operating agreements, unitization and pooling agreements and orders, farmout agreements and gas balancing agreements, in each case under this clause (e) made in the ordinary course of business to the Borrower: extent customary in the oil, gas and mineral production business, (f) plugging and abandonment deposits, escrow deposits, purchase and sale agreement escrow amounts and other similar deposits or escrows customary for the oil, gas and mineral business and in each case made in the ordinary course of business, (g) formation of new Subsidiaries in compliance with Section 6.14 hereof, (h) Investments made in replacement Property with the proceeds of a permitted asset sale, if such Investments are made for fair consideration within 180 days of receipt of such proceeds and in an amount not exceeding the amount of such proceeds, (i) for business expenses not to exceed at any time $50,000 in the aggregate, and (ii) for personal needs not to exceed at any time $100,000 in the aggregate as to all employees of the Borrower; (b) investments in obligations of the United States or certificates of deposit of the Lender or other commercial banks, or other similar investments reasonably satisfactory to the Lender; (c) so long as provided no Default or Event of Default has occurred and is continuingexists prior to or immediately thereafter, an Investment in or any acquisition of assets (other than stock or other equity interests in a Person whose financial statements would be required under GAAP to be consolidated with such Borrower, Guarantor, or Subsidiary as a result of such acquisition) solely in exchange for, or out of the securitiesnet cash proceeds of a substantially concurrent issuance of equity interests of the Parent that is permitted under the Loan Documents, assets or properties of any Person and (j) other Investments not otherwise permitted by this Section 6.8 which in which: (i) the aggregate consideration paid or payable by do not exceed $1,000,000 in any or all period between scheduled redeterminations of the Borrowers (whether in the form of cash, notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred in connection with any such Investment) does not exceed One Hundred Fifty Thousand ($150,000) Dollars in any one Fiscal Year; and (d) intercompany investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement.Borrowing Base;

Investments; Acquisitions. Make Purchase, own, invest in or otherwise acquire, directly or indirectly, any Investment stock or other securities or all or substantially all of the assets, or make or permit to exist any interest whatsoever in any other Person other than an Obligated Subsidiary or permit to exist any loans or advances to any Person; provided, Guarantor and its Subsidiaries may consummate the CHC Transaction in accordance with the CHC Transaction Documents and otherwise may maintain investments or invest in, or otherwise acquire or hold securities (includingown, without limitation, capital stock and evidences of indebtedness) of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate), except:acquire (a) advances to employees of any one or more of the Borrower: (i) for Eligible Securities; (ii) loans, advances and investments existing as of the date hereof and as set forth in Schedule 3.01(d) delivered to the Bank simultaneously with the execution of this Guaranty; (iii) accounts receivable arising and trade credit granted in the ordinary course of business expenses and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (iv) loans and advances to other Persons in an aggregate outstanding amount not to exceed exceeding at any time $50,000 750,000 except the dollar limit restriction contained in this clause (iv) shall not apply to non-cash loans and advances made to Persons in connection with the exercise of stock options or other equity interests in the aggregate, and Guarantor so long as such loan or advance is repaid within five (ii5) for personal needs not to exceed at any time $100,000 in the aggregate as to all employees of the BorrowerBusiness Days; (bv) investments Strategic Investments (including Strategic Investment Subsidiaries not constituting Obligated Subsidiaries), provided that no such Strategic Investment shall be made if after giving effect thereto (W) the aggregate investment in obligations any one Person shall exceed $1,000,000 (valued at cost), (X) the aggregate amount of Strategic Investments made in any Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year) shall exceed $2,000,000, (Y) the aggregate amount of Strategic Investments made in any Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year), together with the aggregate amount of Costs of Acquisitions (excluding the CHC Transaction) incurred during such Fiscal Year (similarly computed on a non-cumulative basis), shall exceed $5,000,000, or (Z) the aggregate amount of Strategic Investments shall exceed five percent (5%) of Consolidated Shareholders' Equity, provided that each of the United States or certificates limitations described in this Section 5.09(v) shall be applied after giving effect to reductions in Strategic Investments from receipt of deposit cash distributions and cash management fees; and (vi) Permitted Acquisitions provided that if the Cost of Acquisition exceeds $2,500,000 the Lender or other commercial banks, or other similar investments reasonably satisfactory Guarantor shall have furnished to the Lender; (c) so long as Bank a certificate in the form of Exhibit B prepared on a historical pro forma basis giving effect to such Permitted Acquisition which certificate shall demonstrate that no Default or Event of Default has occurred and is continuingwill exist; provided, an Investment in or acquisition of the securitiesfurther, assets or properties of any Person in which: (i) the aggregate consideration paid or payable by Costs of Acquisitions (excluding the CHC Transaction) in any or all Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year), together with the aggregate amount of the Borrowers Strategic Investments in such Fiscal Year (whether in the form of cashsimilarly computed on a non-cumulative basis), notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does shall not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred in connection with any such Investment) does not exceed One Hundred Fifty Thousand ($150,000) Dollars in any one Fiscal Year; and (d) intercompany investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement5,000,000.

Investments; Acquisitions. Make any Investment inPurchase, own, invest in or otherwise acquire acquire, directly or hold indirectly, any stock or other securities (including, without limitation, capital stock and evidences or all or substantially all of indebtedness) ofthe assets, or make or permit to exist any interest whatsoever in any other Person or permit to exist any loans or advances toto any Person; provided, the Company and its Subsidiaries may maintain investments or invest in or acquire (i) Eligible Securities; (ii) all or substantially all of the stock or other equity interests, or enter into any arrangement all or substantially all of the assets of another Person (or a line of business or division of such other Person) constituting a Permitted Acquisition; provided, however, that if the Person or the assets so acquired on a pro forma historical basis as at the date of the acquisition or for the purpose Four-Quarter Period most recently ended preceding the date of providing funds acquisition owned assets or credit togenerated income, any other Person which when consolidated with the assets and income of the Company and its Subsidiaries, constitute ten percent (including any Affiliate), except: (a10%) advances to employees of any one or more of Consolidated Total Assets or Consolidated Net Income, then the Borrower: (i) for business expenses not Company shall furnish to exceed at any time $50,000 the Administrative Agent prior to completing such acquisition a certificate in the aggregate, and (ii) for personal needs not form of Exhibit F attached hereto containing information required therein demonstrating that on a historical pro forma basis that after giving effect to exceed at any time $100,000 in the aggregate as to all employees of the Borrower; (b) investments in obligations of the United States or certificates of deposit of the Lender or other commercial banks, or other similar investments reasonably satisfactory to the Lender; (c) so long as such acquisition no Default or Event of Default has occurred and is continuing, an Investment in or acquisition exists hereunder; (iii) investments existing as of the securities, assets or properties of any Person date hereof and as set forth in which: Schedule 6.01(d) attached hereto; (iiv) the aggregate consideration paid or payable by any or all of the Borrowers (whether accounts receivable arising and trade credit granted in the form ordinary course of cash, notes and/or business and any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense received in satisfaction or other redemption obligations) does not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (v) loans and advances to and investments in Subsidiaries; (vi) loans and advances to and investments in Persons (other than as permitted under this Section 8.06) in an aggregate outstanding amount not exceeding at any such Investmenttime fifteen percent (15%) does of Consolidated Shareholders' Equity; provided, however, that further loans, advances or investments shall not exceed One Hundred Fifty Thousand be made to or in RSG; ($150,000vii) Dollars any security or debt instrument retained by the Company or any Subsidiary in any one Fiscal Yearconnection with the creation of Vehicle Receivables Indebtedness or Vehicle Secured Indebtedness which security or debt instrument represents a residual interest in assets sold or transferred to an Eligible Special Purpose Entity; and (dviii) intercompany investmentsconsumer loans and leases entered into, but only if and purchased or otherwise acquired by the Company or its Subsidiaries, as lender, lessor or assignee, as applicable, related to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security AgreementAutomobile Retailing Activities.

Investments; Acquisitions. Make any Investment in, or ---------------------------------------- otherwise acquire or hold securities (including, without limitation, capital stock and evidences of indebtedness) of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate), except:the (a) advances to employees of any one or more of the BorrowerBorrowers: (i) for business expenses not to exceed at any time $50,000 25,000 in the aggregate, and (ii) for personal needs not to exceed at any time $100,000 700,000 in the aggregate as to all employees of the BorrowerBorrowers; (b) investments in obligations of the United States or certificates of deposit of the Lender or other commercial banks, or other similar investments banks reasonably satisfactory to the Lender; (c) so long as no Default or Event of Default has occurred and is continuing, an Investment in or acquisition of the securities, assets or properties of any Person in which: (i) the aggregate consideration paid or payable by any or all of the Borrowers (whether in the form of cash, notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does not exceed Three Five Hundred Thousand ($300,000500,000) Dollars in any one Fiscal Year; and --- (ii) the aggregate Indebtedness for money borrowed Money Borrowed (including purchase money Indebtedness incurred in connection with any such Investment) does not exceed One Two Hundred Fifty Thousand ($150,000200,000) Dollars in any one Fiscal Year; and (d) intercompany investmentsIntercompany Investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender Agent pursuant to the Security Agreement and/or the Subsidiary Pledge Agreement.

Investments; Acquisitions. Make Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment inin any Person, including any Joint Venture, or otherwise acquire acquire, by purchase or hold securities (includingotherwise, without limitationall or substantially all the business, capital stock and evidences of indebtedness) property or fixed assets of, or make loans Capital Stock or advances toother ownership interest of any Person, or enter into any arrangement for the purpose division or line of providing funds or credit to, business of any other Person (including any Affiliate), except: (a) advances to employees of any one or more of the Borrower: (i) for business expenses Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (v) Company may make and own additional Investments consisting of capital contributions in its Subsidiary Guarantors that are Domestic Subsidiaries not to exceed $100,000 in the aggregate; (vi) Company and its Domestic Subsidiaries may make and own other Investments involving strategic Investments, including Joint Ventures, in an aggregate amount not to exceed at any time for all such Investments of $50,000 in the aggregate, and (ii) for personal needs not to exceed at any time $100,000 in the aggregate as to all employees of the Borrower2,000,000; (bvii) investments in Company may acquire and hold obligations of the United States one or certificates of deposit of the Lender more officers or other commercial banksemployees of Company or its Subsidiaries in connection with such officers' or employees' acquisition of shares of Company's common stock, or other similar investments reasonably satisfactory to the Lender; (c) so long as no Default cash is actually advanced by Company or Event any of Default has occurred and is continuing, an Investment its Subsidiaries to such officers or employees in or connection with the acquisition of the securities, assets or properties of any Person in which: such obligations; (iviii) the aggregate Company and its Subsidiaries may receive and hold promissory notes and other non-cash consideration paid or payable by any or all of the Borrowers (whether in the form of cash, notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred received in connection with any Asset Sale permitted by subsection 7.7; (ix) Company and its Subsidiaries may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Subsidiaries or as security for any such InvestmentIndebtedness or claim; (x) does Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Company and its Subsidiaries; (xi) Investments consisting of extensions of credit in the nature of accounts receivable, prepaid royalties or expenses or notes receivable arising from the sale or lease of goods or services in the ordinary course of business, or performance or similar deposits arising in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss; (xii) commission, entertainment, relocation, payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business in an aggregate amount not to exceed One Hundred Fifty Thousand ($150,000) Dollars in 500,000 at any one Fiscal Yeartime; and (dxiii) intercompany investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender otherwise permitted pursuant to the Security AgreementSection 7.7B(iii).