Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: (i) Investments in Cash Equivalents and/or Marketable Securities. (ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary. (iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor. (iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets. (v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts. (vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof. (vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment. (viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test. (ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii). (x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business. (xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business. (xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii). (xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements. (xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture. (xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 3 contracts
Samples: Credit Agreement (MDC Holdings Inc), Credit Agreement (MDC Holdings Inc), Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $3,000,000 in aggregate outstanding at any one time.
(iii) Carryback loans and PAPAs (as defined in the definition of Permitted Liens) made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments (A) in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on October 30, 2020, (B) in the date hereofBorrower, and (C) relating to a Related Business in (1) any Guarantor and (2) any Person that becomes a Guarantor as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, the Borrower or another Guarantor.
(vii) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon on the date of, and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b) with respect to any such Investment or Acquisition in excess of $20,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained financial covenants set forth in Section 6.14(vii)6.19.
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 2 contracts
Samples: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative the Designated Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 2 contracts
Samples: Credit Agreement (M.D.C. Holdings, Inc.), Credit Agreement (M.D.C. Holdings, Inc.)
Investments and Acquisitions. Neither the Borrower The Company will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(a) Cash Equivalent Investments.
(b) Investments in any Subsidiary Guarantor.
(c) Existing Investments in Subsidiaries and other Investments existing on the date hereof and described in Schedule 6.17(c), without any increase to such Investments due to the Company or any Subsidiary making any additional Investments unless otherwise permitted hereby.
(d) Mergers or consolidations permitted pursuant to the terms of Section 6.10.
(e) Investments by any Foreign Subsidiary in any other Foreign Subsidiary.
(f) (i) loans made by the Company to any Subsidiary and made by any Subsidiary to the Company or any other Subsidiary, provided, that, any such loans made by the Company or any Guarantor shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and; (ii) cash Investments in Equity Interests in Foreign Subsidiaries (in addition to those Investments listed on Schedule 6.17(c) and those permitted pursuant to clause (e) above); provided, that, (A) the sum of the amount of loans made by the Company or any Guarantor to any Foreign Subsidiary at any time outstanding pursuant to clause (i) above (without regard to any write-downs or write-offs), plus the aggregate amount of cash Investments in Equity Interests in Foreign Subsidiaries pursuant to clause (ii) above shall not exceed $100,000,000, and (B) the aggregate amount of cash Investments in Equity Interests in Foreign Subsidiaries pursuant to clause (ii) above shall not exceed $50,000,000.
(g) Investments in a Securitization Entity in connection with Qualified Receivables Transactions and in an aggregate outstanding amount reasonably acceptable to the Agent and required to consummate the Qualified Receivables Transactions plus Qualified Receivables Transaction Assets permitted to be transferred to a Securitization Entity in connection with Qualified Receivables Transactions in amounts reasonably acceptable to the Agent.
(h) Permitted Acquisitions.
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time joint ventures not to exceed $25,000,00040,000,000 in the aggregate during the term of this Agreement. Notwithstanding anything herein to the contrary, all such loans and other Investments permitted under this Section 6.17 shall (x) be evidenced by agreements and instruments in form and substance reasonably acceptable to the Agent (all pursuant to agreements and documents in form and substance acceptable to the Agent) and (y) not be permitted if a Default or Unmatured Default exists at time such loans or other Investments are to be made or would be caused thereby.
Appears in 2 contracts
Samples: Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $3,000,000 in aggregate outstanding at any one time.
(iii) Carryback loans and PAPAs (as defined in the definition of Permitted Liens) made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments (A) in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereofModification Effective Date, (B) in the Borrower, and (C) relating to a Related Business in (1) any Guarantor and (2) any Person that becomes a Guarantor as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, the Borrower or another Guarantor.
(vii) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon on the date of, and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b) with respect to any such Investment or Acquisition in excess of $30,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained financial covenants set forth in Section 6.14(vii)6.19.
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 2 contracts
Samples: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $3,000,000 in aggregate outstanding at any one time.
(iii) Carryback loans and PAPAs (as defined in the definition of Permitted Liens) made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments (A) in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof, (B) in the Borrower, and (C) relating to a Related Business in (1) any Guarantor and (2) any Person that becomes a Guarantor as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, the Borrower or another Guarantor.
(vii) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon on the date of, and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b) with respect to any such Investment or Acquisition in excess of $20,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained financial covenants set forth in Section 6.14(vii)6.19.
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii6.14(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 3010% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viiivi) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestPermitted Acquisitions.
(ixvii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii6.14(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii6.14(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xvxii) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalent Investments.
(ii) Loans or advances made Investments in Equity Interests in Subsidiaries existing on the Closing Date; Intercompany Indebtedness permitted by Section 6.11 (other than clause (xi) thereof); Intercompany Indebtedness of any Subsidiary to officers, directors or employees the Borrower which is incurred in the ordinary course of business; and other Investments existing on the Closing Date and described in Schedule 6.14.
(iii) Investments by the Borrower or any Guarantor in Subsidiaries other than Guarantors, in addition to Investments permitted by clause (ii) above not to exceed the greater of (A) the sum of (I) $100,000,000 (or any Subsidiary.
equivalent in foreign currencies) plus (iiiII) Carryback loans made in the ordinary course cumulative amount of business in conjunction with the sale repayments of Property principal, returns of capital and dividends received by the Borrower or any Guarantor from Subsidiaries other than Guarantors on Investments (including existing Investments) in such GuarantorSubsidiaries and (B) 15% of Consolidated EBITDA for the most recently ended four fiscal quarters for which financial statements have been made available under Section 6.1 (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1, the most recent financial statements referred to in Section 5.4) at the time of such Investment. To the extent that the Borrower or any Guarantor makes an Investment in a Subsidiary by converting Intercompany Indebtedness of such Subsidiary to an Equity Interest or Equity Interests in such Subsidiary, such conversion shall not be deemed to be a new Investment for purposes of this clause (iii).
(iv) Investments in interests the Borrower and in issuances of collateralized mortgage obligationsSubsidiaries that are Guarantors, mortgages, mortgage loan servicing and Investments by Subsidiaries that are not Guarantors in the Borrower or other mortgage related assetsSubsidiaries.
(v) (A) Permitted Acquisitions and (B) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of by the Borrower or any Guarantor in Subsidiaries other than Guarantors to be used to fund Permitted Acquisitions, provided that in each case no Default or any Subsidiary, including without limitation Investments in special districtsUnmatured Default exists before or after giving effect to such Permitted Acquisition.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of constituting Rate Management Transactions and Financial Contracts permitted by Section 6.14(vii)) and other Investments in existence on the date hereof6.25.
(vii) Investments in constituting Contingent Obligations (Aor payments thereon) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investmentpermitted by Section 6.24.
(viii) The Acquisition Investments of or Investment any Person in existence at the time such Person becomes a business or entity engaged primarily in a Related Business, Subsidiary; provided that (a) immediately upon the consummation of any such Acquisition Investment was not made in connection with or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the IndenturePerson becoming a Subsidiary.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor The Borrowers will not, and they will not permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, SubsidiariesSubsidiaries or in partnerships or joint ventures), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(ia) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalent Investments.
(iib) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Existing Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing domestic Subsidiaries (subject, in the case of Nonwhether or not evidenced by Inter-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)Company Notes) and other Investments in existence on the date hereof and described in Schedule 9-A, and Investments made after the date hereof in the ordinary course of business in existing domestic Subsidiaries that are Borrowers or Guarantors. Schedule 9-B contains a description, including the principal face amount and outstanding principal balance, of each Inter-Company Note in existence on the date hereof.
(viic) Investments in (Aincluding the creation of) Non-Guarantor new domestic Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause ordinary course of business so long as the business of any such new Subsidiary is in the same lines of business of the Borrowers and Guarantors, as approved by Administrative Agent, and such new Subsidiary becomes a Borrower (Aor a Guarantor if not legally permitted to be a Borrower) and clause (B)) outstanding at any one time not pursuant to exceed 30% Section 5.1.3, except in the case of Adjusted Consolidated Tangible Net Worth, provided that retained earnings new Excluded Subsidiaries formed as bankruptcy - remote special purpose entities formed in connection with the securitization of such Non-Guarantor assets by Subsidiaries and Persons described engaged in clause (B) shall not be deemed part of such InvestmentContinuing Operations. .
(viiid) The Acquisition of or Investment Existing Investments in a business or entity engaged primarily in a Related Business, provided Foreign Subsidiaries described on Schedule 9-A and which are evidenced by Foreign Subsidiary Inter-Company Notes that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower have been duly assigned to and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver delivered to Administrative Agent a certificate, signed by an Authorized Officer, certifying to for the best knowledge benefit of the BorrowerLenders, that, on and Investments made after the date of, and taking into account, the consummation hereof only for operating expenses of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new existing Foreign Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor incurred in the ordinary course of business. Schedule 9-B contains a description, including the principal face amount and outstanding principal balance, of each Foreign Subsidiary Inter-Company Note.
(xie) Pledges or deposits The funding of the unfunded loan commitments and cost overruns of AMRESCO Commercial Finance Inc. and AMRESCO Funding Canada Inc. in cash by respect of the Borrower or a Guarantor to support surety bondsAssigned Loans in the Structured Real Estate Portfolio, performance bonds or guarantees the amounts of completion such unfunded commitments on the date hereof being as set forth on Schedule 14.
(f) The funding of the unfunded loan commitments, cost overruns and expenses incurred in the ordinary course of businessbusiness with respect to such assets of any Borrower or Guarantor related to the Assigned Loans in the Managed Asset Portfolios.
(xiig) Loans representing intercompany Indebtedness between The making and funding of loans in the Borrowerordinary course of business by Borrowers or Guarantors or other Subsidiaries that are in the business of lending money to other Persons.
(h) The MIC Notes, and any Guarantor and/or other loans in an aggregate amount not exceeding $1,500,000 to any Subsidiaryemployees of Borrowers or Guarantors or any Subsidiaries to facilitate relocations or for other purposes.
(i) The Lend Lease Holdback Note.
(j) Any promissory note issued to AMRESCO or another Borrower as specifically permitted in the Specified Asset Release Agreement, subject to the limitations contained terms thereof. Notwithstanding the foregoing, in Section 6.14(vii).
(xiii) Investments no event shall any Investment permitted pursuant to the Borrower’s this Section 7.14 be permitted if (i) there shall exist a Default or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account Event of the purchase, redemption or other acquisition or retirement for valueDefault, or (ii) if after giving effect to any payment such Investment, Borrowers shall not be in respect of compliance with any amendment (in anticipation of covenant set forth herein or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or the other securities of the Borrower, but only to the extent the same is permitted under the IndentureLoan Documents.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Samples: Credit Agreement (Amresco Inc)
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments of any Banking Subsidiary in Cash Equivalents and/or Marketable Securitiesthe ordinary course of its banking or trust business and other Investments which the Borrower or any Banking Subsidiary is permitted to hold and invest in under applicable law and regulation.
(ii) Loans or advances Investments of any other Subsidiary in marketable securities, money-market instruments and other similar Investments which have been made to officers, directors or employees by such Subsidiary in accordance with any investment policy approved by its Board of Directors in the Borrower or any Guarantor or any SubsidiaryBoard's reasonable discretion.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Existing Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereofhereof and described in Schedule "2" hereto.
(iv) Additional Investments of the Borrower in its Subsidiaries in an aggregate principal amount not exceeding 12.5% of Tangible Equity Capital at any one time outstanding.
(v) Investments made by any Subsidiary in or to the Borrower or any Wholly-Owned Subsidiary.
(vi) Any Acquisition; provided that (a) the total assets acquired pursuant to any individual Acquisition do not exceed an aggregate amount of 1.5% of Tangible Equity Capital and (b) if such Acquisition is of a bank, savings and loan association or branch thereof, or corporation, it shall have been approved and recommended by the board of directors of such bank, savings and loan association or branch thereof, or corporation; and provided further that (a) if such Acquisition is of a bank holding company and one or more banks, such bank holding company shall have a composite BOPEC rating of 2 or better, (b) if such Acquisition is of a bank only, such bank shall have a composite CAMEL rating of 2 or better, (c) if such Acquisition is of a savings and loan association or a branch thereof, either (1) such savings and loan association or branch thereof has a composite MACRO rating of 2 or better, or (2) such Acquisition is being made from the Resolution Trust Corporation or any successor thereof and is being assisted by the Resolution Trust Corporation or any successor thereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% The creation of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon new Subsidiaries in connection with the Acquisitions permitted under Section 6.15(vi), (b) new Subsidiaries of the Borrower established for the purpose of conducting any servicing activity for its Subsidiaries permissible under Section 225.22(a) of Regulation Y of the Federal Reserve Board or by order of the Federal Reserve Board, (c) any new Subsidiaries of the Borrower established for the purpose of conducting any non-banking activity permissible for bank holding companies under applicable law, including regulations or orders of the Federal Reserve Board; (d) any new Subsidiaries established by any Banking Subsidiary of the Borrower for the purpose of conducting any activity permissible under applicable federal or state banking laws, regulations or orders; and (e) new Banking Subsidiaries in connection with internal reorganizations and restructurings among existing Banking Subsidiaries of the Borrower, including bank charter conversions and consolidations; provided, however, that promptly and in any event within five (5) Business Days after the later to occur of the creation of any new Subsidiary and the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)if applicable), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by furnish an Authorized Officer, certifying updated schedule of Subsidiaries to the best knowledge Agent and the Lenders in the form of Schedule "2" hereto, which schedule shall set forth the respective jurisdictions of incorporation of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, Subsidiaries and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation percentage of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash their respective capital stock owned by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of businessother Subsidiaries.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Samples: Term Loan Agreement (Banknorth Group Inc /New/ /De/)
Investments and Acquisitions. Neither the Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly, make or suffer to exist own any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries)Investment in any Person or make, or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or commit to make any Acquisition acquisition (whether by purchase of any Personcapital stock or assets, merger or otherwise), except:
(a) Cash Equivalents;
(b) Investments that constitute intercompany Debt and are otherwise permitted by Section 7.1; provided that all of the Debt of Borrower to any Subsidiary of Borrower shall be expressly subordinated to the Obligations in accordance with the terms set forth in Exhibit O;
(c) Non-Hostile Acquisitions by Borrower or any of its Subsidiaries of assets constituting a business unit or the capital stock of any Person provided that (i) Borrower is the surviving entity following such acquisition of assets or capital stock, (ii) Borrower continues in the same type of business currently conducted without material changes in the nature of its business and (iii) Borrower is capable of incurring additional Debt in connection with such
(d) Borrower and its Subsidiaries may make and maintain Investments in Subsidiaries;
(e) Investments in Cash Equivalents and/or Marketable Securities.
Joint Ventures existing on the Closing Date and set forth on Schedule 7.4, and after the Closing Date Investments in Joint Ventures not listed on Schedule 7.4 ("Additional Joint Ventures"); provided that (i) any such Joint Venture is in and continues in the same type of business as is conducted by Borrower on the Closing Date, (ii) Loans or advances made to officers, directors or employees none of the Borrower or any Guarantor Material Subsidiary is a general partner (or would be liable to the extent of a general partner) of any Subsidiary.
such Joint Venture, and (iii) Carryback loans at the time of any Investment in an Additional Joint Venture the aggregate Investments made by Borrower and its Subsidiaries in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Additional Joint Ventures (iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related after giving effect to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, Investment to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (Bbe made) shall not be deemed part exceed 15% of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test of Borrower and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.its Subsidiaries;
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiiif) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasancetransactions permitted by Section 7.13; and
(g) in whole or in part, without duplication of any shares of capital stock or other securities of the Borrowerforegoing clauses, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, other Investments in an aggregate principal amount outstanding at not exceeding $10,000,000 in any time not to exceed $25,000,000Fiscal Year; provided that any acquisition must be a Non-Hostile Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Investments (ivA) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts, (B) arising in connection with the incurrence of homeowners association obligations or otherwise in respect of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business, and (C) constituting guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(viiSection 6.14(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
, (viii1) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businesson the date of, provided that (a) immediately upon and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b2) with respect to any such Investment or Acquisition in excess of $10,000,000 (other than with respect to any such Investment constituting a Contingent Obligation, which shall be reported when required pursuant to Section 6.1(c)(ii) above), the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.19.
(ixvi) Permitted Acquisitions.
(vii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(viiSection 6.14(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between the Investments in Borrower, any Guarantor and/or any SubsidiarySubsidiary (including any Contingent Obligations to the extent constituting an Investment), subject to the limitations contained in Section 6.14(viiSection 6.14(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock Capital Stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenturedefinitive documentation governing any Public Indebtedness of the Borrower.
(xii) Investments received in connection with a disposition otherwise permitted under Section 6.13 hereof.
(xiii) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person owing to the Borrower or any Guarantor.
(xiv) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers' compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xv) Investments arising under Rate Management Transactions under which the Borrower or Guarantor are a counterparty.
(xvi) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Investments (ivA) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts, (B) arising in connection with the incurrence of homeowners association obligations or otherwise in respect of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business, and (C) constituting guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii6.14(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
, (viii1) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businesson the date of, provided that (a) immediately upon and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b2) with respect to any such Investment or Acquisition in excess of $10,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.19.
(ixvi) Permitted Acquisitions.
(vii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii6.14(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between the Investments in Borrower, any Guarantor and/or any SubsidiarySubsidiary (including any Contingent Obligations to the extent constituting an Investment), subject to the limitations contained in Section 6.14(vii6.14(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock Capital Stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenturedefinitive documentation governing any Public Indebtedness of the Borrower.
(xii) Investments received in connection with a disposition otherwise permitted under Section 6.13 hereof.
(xiii) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person owing to the Borrower or any Guarantor.
(xiv) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers' compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xv) Investments arising under Rate Management Transactions under which the Borrower or Guarantor are a counterparty.
(xvi) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative the Designated Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.. 4887-5363-3879v24887-5363-3879v.5
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalent Investments.
(ii) Loans or advances made Investments in Equity Interests in Subsidiaries existing on the Closing Date; Intercompany Indebtedness permitted by Section 6.11 (other than clause (xi) thereof); Intercompany Indebtedness of any Subsidiary to officers, directors or employees the Borrower which is incurred in the ordinary course of business; and other Investments existing on the Closing Date and described in Schedule 6.14.
(iii) Investments by the Borrower or any Guarantor in Subsidiaries other than Guarantors, in addition to Investments permitted by clause (ii) above not to exceed the greater of (A) the sum of (I) $50,000,000 (or any Subsidiary.
equivalent in foreign currencies) plus (iiiII) Carryback loans made in the ordinary course cumulative amount of business in conjunction with the sale repayments of Property principal, returns of capital and dividends received by the Borrower or any Guarantor from Subsidiaries other than Guarantors on Investments (including existing Investments) in such GuarantorSubsidiaries and (B) 15% of Consolidated EBITDA for the most recently ended four fiscal quarters for which financial statements have been made available under Section 6.1 at the time of such Investment. To the extent that the Borrower or any Guarantor makes an Investment in a Subsidiary by converting Intercompany Indebtedness of such Subsidiary to an Equity Interest or Equity Interests in such Subsidiary, such conversion shall not be deemed to be a new Investment for purposes of this clause (iii).
(iv) Investments in interests the Borrower and in issuances of collateralized mortgage obligationsSubsidiaries that are Guarantors, mortgages, mortgage loan servicing and Investments by Subsidiaries that are not Guarantors in the Borrower or other mortgage related assetsSubsidiaries.
(vA) Permitted Acquisitions and (B) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of by the Borrower or any Guarantor in Subsidiaries other than Guarantors to be used to fund Permitted Acquisitions, provided that in each case no Default or any Subsidiary, including without limitation Investments in special districtsUnmatured Default exists before or after giving effect to such Permitted Acquisition.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of constituting Rate Management Transactions and Financial Contracts permitted by Section 6.14(vii)) and other Investments in existence on the date hereof6.25.
(vii) Investments in constituting Contingent Obligations (Aor payments thereon) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investmentpermitted by Section 6.24.
(viii) The Acquisition Investments of or Investment any Person in existence at the time such Person becomes a business or entity engaged primarily in a Related Business, Subsidiary; provided that (a) immediately upon the consummation of any such Acquisition Investment was not made in connection with or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation anticipation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestPerson becoming a Subsidiary.
(ix) The creation Other Investments not otherwise permitted by clauses (i) through (viii) above, not exceeding the greater of new Subsidiaries engaged primarily in a Related Business (or A) the purpose sum of which is principally to preserve (y) $200,000,000, plus (z) the use cumulative amount of a name in which such business is conducted)repayments of principal, subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities returns of capital and dividends received in satisfaction of debts owing to by the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) on Investments made pursuant to this clause (ix) and (B) 55% of Consolidated EBITDA for the Borrower’s or a Guarantor’s employment compensation plans or agreementsmost recently ended four fiscal quarters for which financial statements have been made available under Section 6.1 at the time of such Investment.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalent Investments.
(ii) Loans or advances made Investments in Equity Interests in Subsidiaries existing on the Closing Date; Intercompany Indebtedness permitted by Section 6.11 (other than clause (xi) thereof); Intercompany Indebtedness of any Subsidiary to officers, directors or employees the Borrower which is incurred in the ordinary course of business; and other Investments existing on the Closing Date and described in Schedule 6.14.
(iii) Investments by the Borrower or any Guarantor or any Subsidiary.
in Subsidiaries other than Guarantors, in addition to Investments permitted by clause (iiiii) Carryback loans made above not to exceed in the ordinary course aggregate during the term of business this Agreement the sum of (A) $15,000,000 (or equivalent in conjunction with foreign currencies) plus (B) the sale cumulative amount of Property repayments of principal, returns of capital and dividends received by the Borrower or any Guarantor from Subsidiaries other than Guarantors on Investments (including existing Investments) in such GuarantorSubsidiaries. To the extent that the Borrower or any Guarantor makes an Investment in a Subsidiary by converting Intercompany Indebtedness of such Subsidiary to an Equity Interest or Equity Interests in such Subsidiary, such conversion shall not be deemed to be a new Investment for purposes of this clause (iii).
(iv) Investments in interests the Borrower and in issuances of collateralized mortgage obligationsSubsidiaries that are Guarantors, mortgages, mortgage loan servicing and Investments by Subsidiaries that are not Guarantors in the Borrower or other mortgage related assetsSubsidiaries.
(vA) Permitted Acquisitions and (B) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of by the Borrower or any Guarantor in Subsidiaries other than Guarantors to be used to fund Permitted Acquisitions, provided that in each case no Default or any Subsidiary, including without limitation Investments in special districtsUnmatured Default exists before or after giving effect to such Permitted Acquisition.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of constituting Rate Management Transactions and Financial Contracts permitted by Section 6.14(vii)) and other Investments in existence on the date hereof6.25.
(vii) Investments in constituting Contingent Obligations (Aor payments thereon) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investmentpermitted by Section 6.24.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment Investments by the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver any Subsidiary made solely to Administrative Agent a certificate, signed by an Authorized Officer, certifying pay any liability pursuant to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestMJ Lawsuit.
(ix) The creation Other Investments not otherwise permitted by clauses (i) through (viii) above, not exceeding (A) $30,000,000 per Investment and (B) in the aggregate during the term of new Subsidiaries engaged primarily in a Related Business this Agreement, the sum of (or y) $125,000,000, plus (z) the purpose cumulative amount of which is principally to preserve the use repayments of a name in which such business is conducted)principal, subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities returns of capital and dividends received in satisfaction of debts owing to by the Borrower or any Guarantor in the ordinary course of business.
on Investments made pursuant to this clause (xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(viiix).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Investments (ivA) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts, (B) arising in connection with the incurrence of homeowners association obligations or otherwise in respect of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business, and (C) constituting guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii6.14(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
, (viii1) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businesson the date of, provided that (a) immediately upon and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b2) with respect to any such Investment or Acquisition in excess of $10,000,000 (other than with respect to any such Investment constituting a Contingent Obligation, which shall be reported when required pursuant to Section 6.1(c)(ii) above), the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.19.
(ixvi) Permitted Acquisitions.
(vii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii6.14(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with, surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between Investments in the Borrower, any Guarantor and/or any SubsidiarySubsidiary (including any Contingent Obligations to the extent constituting an Investment), subject to the limitations contained in Section 6.14(vii6.14(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock Capital Stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenturedefinitive documentation governing any Public Indebtedness of the Borrower.
(xii) Investments received in connection with a disposition otherwise permitted under Section 6.13 hereof.
(xiii) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person owing to the Borrower or any Guarantor.
(xiv) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers’ compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xv) Investments arising under Rate Management Transactions under which the Borrower or any Guarantor is a counterparty.
(xvi) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Significant Guarantor will to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesObligations of, or fully guaranteed by, the United States of America or any agency thereof, which obligations have maturities of one year or less.
(ii) Loans Commercial paper rated A-l or advances made to officers, directors better by S&P or employees of the Borrower P-l or any Guarantor or any Subsidiarybetter by Moody's.
(iii) Carryback loans made Demand deposit accounts maintained in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.business. 110
(iv) Investments Certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in interests in issuances excess of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets$100,000,000.
(v) Existing Investments in contract rights granted by, entitlements granted by, interests Subsidiaries and other Investments described in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsSchedule "8.6" hereto.
(vi) Investments in existing joint ventures, partnerships, limited liability companies or other business organizations in which any Person other than the Borrower or a Significant Guarantor has an interest (excluding those Wholly-Owned Subsidiaries (subject, of the type identified in the case last sentence of Nonthe definition of "Wholly-Guarantor Owned Subsidiaries"), to provided that the provisions aggregate outstanding amount of Section 6.14(vii)all such Investments of the Borrower and the Significant Guarantors does not at any time exceed fifteen percent (15%) and other Investments in existence on the date hereofof Consolidated Tangible Net Worth.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businessthe business of home building, provided that (aA) any Acquisition is approved by the board of directors (or a committee thereof having authority to authorize such transaction) or other governing body of the owner of the business or entity to be acquired, (B) the Investment (exclusive of the issuance of Equity Securities of the Borrower or its Subsidiaries in connection therewith) in any single Acquisition after May 31, 1998 does not exceed $25,000,000 and in all such Acquisitions after May 31, 1998 does not exceed $75,000,000 in the aggregate, (C) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test Section 7.11 and Leverage Test and the provisions of Section 6.14(vii)), Article IX) and (bD) the Borrower shall deliver to Administrative the Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default or Unmatured Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ixviii) The creation Investment of new Subsidiaries engaged primarily the Borrower in a Related Business (Guarantor or the purpose of which is principally to preserve the use of a name Guarantor in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of businessanother Guarantor.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsdistricts as described in Section 8.2(xii).
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii8.5(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 3025% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test Financial Covenant Tests and the provisions of Section 6.14(vii8.5(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best 62 knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestFinancial Covenant Tests.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii8.5(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii8.5(vii).
(xiii) Investments pursuant to the Borrower’s 's or a Guarantor’s 's employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.148.5, in an aggregate amount outstanding at any time not to exceed $25,000,0005,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.. Table of Contents
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Significant Guarantor will to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesObligations of, or fully guaranteed by, the United States of America or any agency thereof, which obligations have maturities of one year or less.
(ii) Loans Commercial paper rated A-l or advances made to officers, directors better by S&P or employees of the Borrower P-l or any Guarantor or any Subsidiarybetter by Moody's.
(iii) Carryback loans made Demand deposit accounts maintained in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantorbusiness.
(iv) Investments Certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in interests in issuances excess of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets$100,000,000.
(v) Existing Investments in contract rights granted by, entitlements granted by, interests Subsidiaries and other Investments described in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsSchedule "8.6" hereto.
(vi) Investments in existing joint ventures, partnerships, limited liability companies or other business organizations in which any Person other than the Borrower or a Significant Guarantor has an interest (excluding those Wholly-Owned Subsidiaries (subject, of the type identified in the case last sentence of Nonthe definition of "Wholly-Guarantor Owned Subsidiaries"), to provided that the provisions aggregate outstanding amount of Section 6.14(vii)all such Investments of the Borrower and the Significant Guarantors does not at any time exceed fifteen percent (15%) and other Investments in existence on the date hereofof Consolidated Tangible Net Worth.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businessthe business of home building, provided that (aA) any Acquisition is approved by the board of directors (or a committee thereof having authority to authorize such transaction) or other governing body of the owner of the business or entity to be acquired, (B) the Investment (exclusive of the issuance of Equity Securities of the Borrower or its Subsidiaries in connection therewith) in any single Acquisition after May 31, 1998 does not exceed $25,000,000 and in all such Acquisitions after May 31, 1998 does not exceed $75,000,000 in the aggregate, (C) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test Section 7.11 and Leverage Test and the provisions of Section 6.14(vii)), Article IX) and (bD) the Borrower shall deliver to Administrative the Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default or Unmatured Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ixviii) The creation Investment of new Subsidiaries engaged primarily the Borrower in a Related Business (Guarantor or the purpose of which is principally to preserve the use of a name Guarantor in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of businessanother Guarantor.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsdistricts as described in Section 8.2(xii).
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii8.5(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 3025% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test Financial Covenant Tests and the provisions of Section 6.14(vii8.5(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestFinancial Covenant Tests.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii8.5(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii8.5(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.148.5, in an aggregate amount outstanding at any time not to exceed $25,000,0005,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsdistricts as described in Section 8.2(xii).
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii8.5(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 3025% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test Financial Covenant Tests and the provisions of Section 6.14(vii8.5(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestFinancial Covenant Tests.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii8.5(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii8.5(vii).
(xiii) Investments pursuant to the Borrower’s 's or a Guarantor’s 's employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.148.5, in an aggregate amount outstanding at any time not to exceed $25,000,0005,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Significant Guarantor will to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesObligations of, or fully guaranteed by, the United States of America or any agency thereof, which obligations have maturities of one year or less.
(ii) Loans Commercial paper rated A-l or advances made to officers, directors better by S&P or employees of the Borrower P-l or any Guarantor or any Subsidiarybetter by Xxxxx'x.
(iii) Carryback loans made Demand deposit accounts maintained in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantorbusiness.
(iv) Investments Certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in interests in issuances excess of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets$100,000,000.
(v) Existing Investments in contract rights granted by, entitlements granted by, interests Subsidiaries and other Investments described in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsSchedule "8.6" hereto.
(vi) Investments in existing joint ventures, partnerships, limited liability companies or other business organizations in which any Person other than the Borrower or a Significant Guarantor has an interest (excluding those Wholly-Owned Subsidiaries (subject, of the type identified in the case last sentence of Nonthe definition of "Wholly-Guarantor Owned Subsidiaries"), to provided that the provisions aggregate outstanding amount of Section 6.14(vii)all such Investments of the Borrower and the Significant Guarantors does not at any time exceed fifteen percent (15%) and other Investments in existence on the date hereofof Consolidated Tangible Net Worth.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businessthe business of home building, provided that (aA) any Acquisition is approved by the board of directors (or a committee thereof having authority to authorize such transaction) or other governing body of the owner of the business or entity to be acquired, (B) the Investment (exclusive of the issuance of Equity Securities of the Borrower or its Subsidiaries in connection therewith) in any single Acquisition after May 31, 1998 does not exceed $25,000,000 and in all such Acquisitions after May 31, 1998 does not exceed $75,000,000 in the aggregate, (C) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants 94 and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test Section 7.11 and Leverage Test and the provisions of Section 6.14(vii)), Article IX) and (bD) the Borrower shall deliver to Administrative the Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default or Unmatured Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ixviii) The creation Investment of new Subsidiaries engaged primarily the Borrower in a Related Business (Guarantor or the purpose of which is principally to preserve the use of a name Guarantor in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of businessanother Guarantor.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Investments (ivA) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts, (B) arising in connection with the incurrence of homeowners association obligations or otherwise in respect of community facility district bonds, metro district bonds, mxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business, and (C) constituting guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii6.15(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
, (viii1) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businesson the date of, provided that (a) immediately upon and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.20, and (b2) with respect to any such Investment or Acquisition in excess of $10,000,000 (other than with respect to any such Investment constituting a Contingent Obligation, which shall be reported when required pursuant to Section 6.1(c)(ii) above), the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.20.
(ixvi) Permitted Acquisitions.
(vii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii6.15(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between the Investments in Borrower, any Guarantor and/or any SubsidiarySubsidiary (including any Contingent Obligations to the extent constituting an Investment), subject to the limitations contained in Section 6.14(vii6.15(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock Capital Stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenturedefinitive documentation governing any Public Indebtedness of the Borrower.
(xii) Investments received in connection with a disposition otherwise permitted under Section 6.14 hereof.
(xiii) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person owing to the Borrower or any Guarantor.
(xiv) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers' compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xv) Investments arising under Rate Management Transactions under which the Borrower or Guarantor are a counterparty.
(xvi) Investments, in addition to those enumerated above in this Section 6.146.15, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsdistricts as described in Section 8.2(xii).
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii8.5(xv)) and other Investments in existence on the date hereof.
(vii) Investments in Subsidiaries (A) subject, in the case of Non-Guarantor Subsidiaries Subsidiaries, to the provisions of Section 8.5(xv)) or (B) other Persons whose primary business is not a Related Business, Business in an aggregate amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment$15,000,000.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test Financial Covenant Tests and the provisions of Section 6.14(vii8.5(xv)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestFinancial Covenant Tests.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii8.5(xv).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii8.5(xv).
(xiii) Investments pursuant to the Borrower’s 's or a Guarantor’s 's employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments in Non-Guarantor Subsidiaries, provided that the aggregate outstanding amount of all Investments in Non-Guarantor Subsidiaries (excluding any such Non-Guarantor Subsidiaries' retained earnings) shall not at any time exceed 15% of Adjusted Consolidated Tangible Net Worth.
(xvi) Investments, in addition to those enumerated above in this Section 6.148.5, in an aggregate amount outstanding at any time not to exceed $25,000,0005,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $500,000 in the aggregate outstanding at any one time.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
Investments (ivA) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts, (B) arising in connection with the incurrence of homeowners association obligations or otherwise in respect of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business, and (C) constituting guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(viiv) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii6.15(v)) and other Investments in existence on the date hereof.
(viiv) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
, (viii1) The Acquisition of or Investment in a business or entity engaged primarily in a Related Businesson the date of, provided that (a) immediately upon and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.20, and (b2) with respect to any such Investment or Acquisition in excess of $10,000,000 (other than with respect to any such Investment constituting a Contingent Obligation, which shall be reported when required pursuant to Section 6.1(c)(ii) above), the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.20.
(ixvi) Permitted Acquisitions.
(vii) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii6.15(v).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xiviii) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xiiix) Loans representing intercompany Indebtedness between the Investments in Borrower, any Guarantor and/or any SubsidiarySubsidiary (including any Contingent Obligations to the extent constituting an Investment), subject to the limitations contained in Section 6.14(vii6.15(v).
(xiiix) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xivxi) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock Capital Stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenturedefinitive documentation governing any Public Indebtedness of the Borrower.
(xii) Investments received in connection with a disposition otherwise permitted under Section 6.14 hereof.
(xiii) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person owing to the Borrower or any Guarantor.
(xiv) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers' compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xv) Investments arising under Rate Management Transactions under which the Borrower or Guarantor are a counterparty.
(xvi) Investments, in addition to those enumerated above in this Section 6.146.15, in an aggregate amount outstanding at any time not to exceed Five Million Dollars ($25,000,0005,000,000).
Appears in 1 contract
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Foreign Subsidiaries), or commitments therefor, or to create any Subsidiary (except in accordance with Section 6.23 and Section 6.24) or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalent Investments.
(ii) Loans or advances made to officers, directors or employees of Existing Investments in existence on the Borrower or any Guarantor or any SubsidiaryEffective Date and described in Schedule 6.14(ii) in an amount not greater than the amount thereof on the Effective Date.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower Acquisitions permitted under Section 6.24 or such GuarantorSection 6.25.
(iv) Investments in interests the Entergy Joint Venture with Entergy Wholesale Operation, not to exceed $10,000,000 in issuances of collateralized mortgage obligationsthe aggregate for project related financing, mortgages, mortgage loan servicing or other mortgage related assetswhich Investments are nonrecourse to the Borrower and to each Subsidiary.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, corporate debt obligations rated AA- or tangible assets of, political subdivisions better by Standard & Poor's or enterprises thereof related to Aa3 or better by Xxxxx'x Investment Service and maturing not more than twelve (12) months from the home building or real estate operations date of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsacquisition thereof.
(vi) Investments in existing Subsidiaries Repurchase agreements, which shall be collateralized for at least 100% of face value, issued by any of the Banks or any other bank or trust company organized under the laws of the United States or any state thereof, which bank or trust company (subject, in other than the case Banks to which such restrictions shall not apply) is a member of Non-Guarantor Subsidiaries, to both the provisions Federal Deposit Insurance Corporation and the Federal Reserve System and is rated B or better by Xxxxxxxx Bank Watch Service (all of Section 6.14(viiwhich must mature within twelve (12) months from the time of acquisition thereof)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Settlement accounts between the Borrower and its Domestic Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor its Domestic Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investmentother Domestic Subsidiaries.
(viii) The Acquisition Property and buildings necessary to the operations of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Testits Subsidiaries.
(ix) The creation of new Subsidiaries engaged primarily in a Related Permitted Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii)Investments.
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of businessPermitted Financial Investments.
(xi) Pledges or deposits in cash Investments by the Borrower or any Subsidiary thereof in any Person to the extent the consideration paid consists solely of Qualified Stock of Borrower, unless the nature of such Investment could reasonably be expected to cause a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of businessMaterial Adverse Effect.
(xii) Loans representing intercompany Indebtedness between Investments not otherwise permitted above, provided that the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
aggregate amount (xiiiat original cost) of all such Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect Borrower and all of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding its Subsidiaries at any time outstanding shall not to exceed $25,000,00015,000,000 if Consolidated Total Net Cash is at least $75,000,000; otherwise $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Investments and Acquisitions. Neither the Borrower The Company will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(ia) Cash Equivalent Investments and Investments that were Cash Equivalent Investments when made;
(b) (i)(A) Investments by any Borrower or Guarantor in Cash Equivalents and/or Marketable Securities.
the Company or any Guarantor that is a Domestic Subsidiary, (B) Investments by any Foreign Subsidiary Borrower in any Foreign Subsidiary that is a Guarantor in respect of such Foreign Subsidiary Borrower and (C) Investments by any Foreign Subsidiary that is a Guarantor in the Foreign Subsidiary Borrower with respect to which it is a Guarantor or in any other Foreign Subsidiary that is a Guarantor with respect to such Foreign Subsidiary Borrower, (ii) Loans or advances made to officers, directors or employees of the Investments by any Subsidiary that is neither a Borrower nor a Guarantor in any Borrower or any Guarantor or in any Subsidiary.
other Subsidiary that is neither a Borrower nor a Guarantor, (iii) Carryback loans made other intercompany liabilities amongst the Company and any Subsidiaries (or solely amongst the Subsidiaries) in the ordinary course of business in conjunction connection with the sale of Property cash management operations of the Borrower or such Guarantor.
Company and any Subsidiaries, and (iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the by any Borrower or any Guarantor in any Subsidiary that is neither a Borrower nor a Guarantor consisting solely of (A) the contribution or other disposition of Capital Stock or Indebtedness of any other Subsidiary that is not a Borrower or Guarantor held directly by any Borrower or Guarantor in exchange for Indebtedness, Capital Stock (or additional share premium or paid in capital in respect of Capital Stock) or a combination thereof of the Subsidiary to which such contribution or other disposition is made, (B) an exchange of Capital Stock of any other Subsidiary that is neither a Borrower nor Guarantor for Indebtedness of such Subsidiary, including without limitation or (C) transfers of previously made Investments in special districts.the form of loans or other Indebtedness of, advances to, purchases of Capital Stock in, or contributions of cash or Cash Equivalent Investments to, any other Subsidiary that is neither a Borrower nor Guarantor; provided, that immediately following the consummation of an Investment pursuant to the preceding clauses (A) or (B), the Subsidiary whose Capital Stock or Indebtedness are the subject of such Investment remains a Subsidiary of the Company;
(vic) Investments comprised of capital contributions (whether in the form of cash, a note, or other assets) to a Subsidiary or other special-purpose entity created solely to engage in a Qualified Receivables Transaction and to the extent required in connection with such Qualified Receivables Transaction;
(d) Rate Management Transactions permitted by Section 6.09 and guaranties by the Company and its Subsidiaries of such Rate Management Obligations; provided, that any transaction under any Rate Management Transaction complies with Section 6.09;
(e) loans and advances permitted by Section 6.02;
(f) the creation of any new Domestic Subsidiaries that become Guarantors and any Investments therein or in any other Domestic Subsidiary that is a Guarantor;
(g) the creation of any new Subsidiaries of Modine Netherlands Holding B.V. and any Investments therein or in any other member of the Modine Netherlands Consolidated Group, provided that all such Investments are made solely by another member of the Modine Netherlands Consolidated Group;
(h) the creation of any other new Foreign Subsidiaries not permitted above and that are not Subsidiaries of Modine Holding GmbH and any Investments therein, provided that all such Investments are otherwise permitted under the terms of Section 6.03(y);
(i) the Luvata Acquisition and other Permitted Acquisitions and Investments constituting Luvata Transactions;
(j) Investments in Foreign Subsidiaries organized under the laws of the People’s Republic of China (“PRC”) solely to the extent required under any guaranty permitted under Section 6.05 hereof as may be necessary to ensure that the difference between (i) such Subsidiary’s registered capital and (ii) the total investment in such Subsidiary that is approved by the government of the PRC, as stated in the applicable Approval Certificate for Establishment of Enterprises with Foreign Investment in the PRC, is sufficient to cover all sums that the beneficiary of such guaranty is demanding or could demand under such guaranty if such Subsidiary were in default under any of the guaranteed obligations; provided that concurrently with, or from the proceeds of, such Investment, the Company shall cause such Subsidiary to repay in full such guaranteed obligations;
(k) Investments arising out of the receipt of non-cash consideration for the disposition of any assets permitted under Section 6.06;
(l) Investments that are existing Subsidiaries or committed, or anticipated to exist in the future, as of the Effective Date (subjectprovided, that any such Investments in any Person that, in the case aggregate as to such Person, exceed $5,000,000 and/or any such Investments in any Person that are anticipated as of Non-Guarantor Subsidiariesthe Effective Date to exist in the future, shall, in each such case, be set forth on Schedule 6.03 or otherwise disclosed in writing to the provisions Administrative Agent and the Lenders prior to the Effective Date), and any extensions, renewals, replacements or reinvestments of Section 6.14(viiInvestments permitted by this clause (l), so long as the aggregate amount of all Investments pursuant to this clause (l) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding increased at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings above the amount of such Non-Guarantor Subsidiaries and Persons described in clause Investment existing or committed as of the Effective Date (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon other than pursuant to an increase as required by the consummation terms of any such Acquisition Investment as in existence as of the Effective Date, or Investment the Borrower as otherwise permitted by this Section 6.03);
(m) Investments resulting from pledges and each Guarantor is deposits permitted under Section 6.04;
(n) Investments received in compliance connection with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date bankruptcy or reorganization of, or settlement of delinquent accounts and taking into accountdisputes with or judgments against, the consummation of such Acquisitioncustomers and suppliers, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor each case in the ordinary course of business., and Investments acquired by the Company or any Subsidiaries as a result of a foreclosure by the Company or any Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(xio) Pledges Investments of a Subsidiary acquired after the Effective Date or deposits of a Person merged into the Company or merged into or consolidated with any Subsidiaries after the Effective Date, in cash each case, (i) to the extent such acquisition, merger, or consolidation is permitted under this Section 6.03 and Section 6.06 and (ii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, or consolidation and were in existence on the date of such acquisition, merger, or consolidation;
(p) acquisitions by the Borrower Company or a Guarantor any Subsidiaries of obligations of one or more directors, officers, employees or consultants of the Company or any Subsidiaries in connection with such director’s, officer’s, employee’s or consultant’s acquisition of Capital Stock of the Company or any Subsidiary, so long as no cash is actually advanced by the Company or any Subsidiaries to support surety bondssuch directors, performance bonds officers, employees or consultants in connection with the acquisition of any such obligations;
(q) Contingent Obligations permitted under Section 6.05;
(r) guarantees by the Company or any Subsidiaries of completion operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Company or any Subsidiaries in the ordinary course of business.;
(xiis) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject Investments to the limitations contained in Section 6.14(viiextent that payment for such Investments is made with the Company’s Capital Stock (but not any Disqualified Stock).;
(xiiit) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers;
(u) Investments by the Company and any Subsidiaries, if the Company or any Subsidiaries would otherwise be permitted to make a Restricted Payment under Section 6.01(g) in such amount (provided, that the amount of any such Investment shall also be deemed to be a Restricted Payment under Section 6.01(g) for all purposes of this Agreement);
(v) Investments consisting of the licensing or contribution of any intellectual property rights pursuant to the Borrower’s joint marketing or a Guarantor’s employment compensation plans or agreements.other similar arrangements with other Persons;
(xivw) Payments on account to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of any intellectual property rights, in each case in the purchaseordinary course of business;
(x) any Investment acquired by virtue of any Bail-in Action with respect to any Lender; and
(y) any other Investments, redemption provided that: (i) no Default or other acquisition Event of Default exists at the time such Investment is made or retirement for valuewould be caused thereby, and (ii) the aggregate amount of all such Investments plus the Acquisition Consideration paid or any payment incurred in respect of any amendment Permitted Acquisitions (in anticipation of or in connection with any such retirement, acquisition or defeasanceother than the Luvata Acquisition) in whole any Fiscal Year shall not exceed $50,000,000; provided that the foregoing dollar limitation shall not apply if the pro forma Leverage Ratio after giving effect (including pro forma effect) to such Investment or Acquisition is less than or equal to a ratio equal to 3.00 to 1.00. For purposes of determining compliance with this Section 6.03, (A) an Investment need not be permitted solely by reference to one category of permitted Investments (or any portion thereof), but may be permitted in partpart under any relevant combination thereof, (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of permitted Investments, the Company may, in its sole discretion, classify or divide such Investment (or any portion thereof) in any manner that complies with this Section 6.03 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such Investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof), (C) the amount of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount Investment by any Person outstanding at any time not shall be the amount actually invested (measured at the time invested), net of any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto from time to exceed $25,000,000time and (D) notwithstanding any re-characterization for tax purposes of any loan or advance as equity, such loan or advance shall continue to be treated as a loan or advance.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any Subsidiary.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districtsdistricts as described in Section 8.2(xii).
(vi) Investments in existing Subsidiaries (subject, in the case of Non- Guarantor Subsidiaries, to be provisions of Section 8.5(xv)) and other Investments in existence on the date hereof.
(vii) Investments in Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii8.5(xv)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, Business in an aggregate amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment$15,000,000.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test Financial Covenant Tests and the provisions of Section 6.14(vii8.5(xv)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage TestFinancial Covenant Tests.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii8.5(xv).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii8.5(xv).
(xiii) Investments pursuant to the Borrower’s 's or a Guarantor’s 's employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments in Non-Guarantor Subsidiaries, provided that (A) as to loans by Borrower or any such Guarantor to Non-Guarantor Subsidiaries, the aggregate outstanding amount of such loans shall not at any time on or before March 31, 2000 exceed $50,000,000 or at any time thereafter exceed $30,000,000 and (B) after March 31, 2000, the aggregate outstanding amount of all Investments in Non-Guarantor Subsidiaries shall not at any time exceed $50,000,000.
(xvi) Investments, in addition to those enumerated above in this Section 6.148.5, in an aggregate amount outstanding at any time not to exceed $25,000,0005,000,000.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Investments and Acquisitions. Neither the Borrower The Company will not, nor will it permit any Guarantor will Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries)Investments, or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except, so long as no Default or Unmatured Default exists or would be caused thereby:
(i) Investments in cash and Cash Equivalents and/or Marketable SecuritiesEquivalents.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiaryInvestments in Guarantors.
(iii) Carryback (a) Investments in existence on December 31, 2010 and (b) Investments in an SPC in connection with a Permitted Securitization and in an aggregate outstanding amount not to exceed (x) 10% of the aggregate principal amount of Indebtedness permitted to be incurred in respect of Permitted Securitizations plus (y) the aggregate amount of accounts and notes receivables and related rights and property transferred to an SPC in connection with Permitted Securitizations plus (z) the aggregate amount of capital contributions and loans made or deemed made by the transferor to the SPC in the ordinary course respect of business in conjunction with the sale of Property a portion of the Borrower or purchase price for such Guarantortransferred assets not paid in cash.
(iv) Investments by Foreign Subsidiaries that are not Foreign Subsidiary Borrowers in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assetsForeign Subsidiaries.
(v) Investments The Company and its Subsidiaries may make intercompany loans between and among one another (collectively, “Intercompany Loans”); provided that at no one time shall the aggregate outstanding principal amount of all Intercompany Loans made in contract rights granted byreliance on this clause (v) by Loan Parties to External Subsidiaries or by Domestic Loan Parties to Foreign Loan Parties, entitlements granted by, interests in securities issued by, exceed the Dollar Equivalent Amount of $100,000,000 (determined without regard to any write-downs or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations write-offs of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.such Intercompany Loans);
(vi) Investments received as part of the settlement of litigation or in existing Subsidiaries (subject, in the case satisfaction of Non-Guarantor Subsidiaries, extensions of credit to any Person pursuant to the provisions reorganization, bankruptcy or liquidation of Section 6.14(vii)) and other Investments in existence on the date hereofsuch Person or a good faith settlement of debts with such Person.
(vii) Investments received in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% settlement of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying amounts due to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower Company or any Guarantor Subsidiary effected in the ordinary course of business.
(xiviii) Pledges or deposits Other Investments provided that the aggregate amount of such Investments made (net of any return in cash by (including via book entry) of the Borrower principal amount thereof) in any consecutive four fiscal quarter period does not exceed 10% of Total Assets as of the beginning of such period, as set forth on the consolidated balance sheet of the Company included in the financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) for the most recently ended fiscal quarter (or fiscal year if such fiscal quarter is the fourth fiscal quarter of the Company's fiscal year) prior to such period.
(ix) Any Acquisition so long as the aggregate amount of consideration (including without limitation any payments in cash, Capital Stock or other consideration, any direct or deferred payments (to the extent such deferred payments should be shown as a Guarantor to support surety bonds, performance bonds or guarantees liability on a balance sheet of completion the Company and its Subsidiaries in accordance with GAAP) and the amount of any Indebtedness (other than Letters of Credit incurred in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between assumed or otherwise incurred in connection with such Acquisition) paid or payable by the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, Company or any payment in respect of any amendment (in anticipation of or Subsidiary in connection with any such retirement, acquisition or defeasance) in whole or in part, Acquisition does not exceed the aggregate of any shares 15% of capital stock or other securities Total Assets (as set forth on the consolidated balance sheet of the BorrowerCompany included in the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii), but only prior to giving effect to such Acquisition) and, if any, the extent available amount of the same basket provided under clause (viii) above and applied towards such Investment and such Acquisition is not a Hostile Acquisition, and any Investments acquired in connection with such permitted under Acquisition (provided that such Investments were not made in connection with the Indentureanticipation of such Acquisition).
(xvx) Investments, in addition to those enumerated above in this Investments permitted under Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,0006.19.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $3,000,000 in aggregate outstanding at any one time.
(iii) Carryback loans and PAPAs (as defined in the definition of Permitted Liens) made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments (A) in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof, (B) in the Borrower, and (C) relating to a Related Business in (1) any Guarantor and (2) any Person that becomes a Guarantor as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, the Borrower or another Guarantor.
(vii) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon on the date of, and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b) with respect to any such Investment or Acquisition in excess of $10,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained financial covenants set forth in Section 6.14(vii)6.19.
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the The Borrower will not, nor will it permit any Guarantor will Included Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable SecuritiesShort-term obligations of, or fully guaranteed by, the United States of America.
(ii) Loans Commercial paper rated A-l or advances made to officersbetter by Standard and Poor's Ratings Group, directors a division of McGraw Hill, or employees of the Borrower P-l or any Guarantor or any Subsidiary.better by Moodx'x Xxxestors Service, Inc.
(iii) Carryback loans made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof.
(vii) Investments in (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related Business, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon the consummation of any such Acquisition or Investment the Borrower and each Guarantor is in compliance with the terms, covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of Section 6.14(vii)), and (b) the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in compliance with the Consolidated Tangible Net Worth Test and Leverage Test.
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor Demand deposit accounts maintained in the ordinary course of business.
(xiiv) Pledges Certificates of deposit issued by and time deposits with commercial banks (whether domestic or deposits foreign) having capital and surplus in cash by excess of $100,000,000.
(v) Investments in existence on the Borrower or a Guarantor to support surety bonds, performance bonds or guarantees of completion date hereof and described in Schedule "3" hereto.
(vi) Investments in the ordinary course of businessthe Borrower's mortgage banking business to purchase:
(a) Qualifying Loans (and in connection with commitments to purchase the same); and (b) real estate acquired by foreclosure.
(xiivii) Investments in the ordinary course of the Borrower's mortgage banking business to enter into Rate Hedging Agreements to the extent permitted pursuant to Section 6.11.
(viii) Investments in Subsidiaries, whether created or acquired, which (i) have executed and delivered either a joinder in this Agreement and thereby assumed joint and several liability for the Borrower's obligations hereunder or a guaranty of the Borrower's obligations hereunder in each case in form and substance satisfactory to the Agent and provided that the Obligations as so undertaken by such Subsidiary constitute "Senior Indebtedness" under the Indenture or any other indenture governing any Subordinated Notes issued hereafter or (ii) are Excluded Subsidiaries.
(ix) Investments in Subsidiaries which are single purpose, bankruptcy remote entities created to facilitate securitization of the Borrower's Qualifying Loans representing intercompany Indebtedness between and are wholly owned by the Borrower, directly or indirectly, and do not have any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii)Indebtedness.
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,000.
Appears in 1 contract
Investments and Acquisitions. Neither the Borrower nor any Guarantor will make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(i) Investments in Cash Equivalents and/or Marketable Securities.
(ii) Loans or advances made to officers, directors or employees of the Borrower or any Guarantor or any SubsidiarySubsidiary not to exceed $3,000,000 in aggregate outstanding at any one time.
(iii) Carryback loans and PAPAs (as defined in the definition of Permitted Liens) made in the ordinary course of business in conjunction with the sale of Property of the Borrower or such Guarantor.
(iv) Investments in interests in issuances of collateralized mortgage obligations, mortgages, mortgage loan servicing or other mortgage related assets.
(v) Investments in contract rights granted by, entitlements granted by, interests in securities issued by, or tangible assets of, political subdivisions or enterprises thereof related to the home building or real estate operations of the Borrower or any Guarantor or any Subsidiary, including without limitation Investments in special districts.
(vi) Investments (A) in existing Subsidiaries (subject, in the case of Non-Guarantor Subsidiaries, to the provisions of Section 6.14(vii)) and other Investments in existence on the date hereof, (B) in the Borrower, and (C) relating to a Related Business in (1) any Guarantor and (2) any Person that becomes a Guarantor as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, the Borrower or another Guarantor.
(vii) Investments in (including Acquisitions of) (A) Non-Guarantor Subsidiaries or (B) other Persons whose primary business is not a Related BusinessPersons, in an amount (in the aggregate for both clause (A) and clause (B)) outstanding at any one time not so long as, immediately after giving effect to exceed 30% of Adjusted Consolidated Tangible Net Worth, provided that retained earnings of such Non-Guarantor Subsidiaries and Persons described in clause (B) shall not be deemed part of such Investment.
(viii) The Acquisition of or Investment in a business or entity engaged primarily in a Related Business, provided that (a) immediately upon on the date of, and taking into account, the consummation of any such Acquisition Investment or Investment Acquisition, there shall exist no Event of Default under this Agreement and the Borrower and each Guarantor is in pro forma compliance with the terms, financial covenants and conditions of this Agreement (including without limitation the Consolidated Tangible Net Worth Test and Leverage Test and the provisions of set forth in Section 6.14(vii))6.19, and (b) with respect to any such Investment or Acquisition in excess of $10,000,000, the Borrower shall deliver to Administrative Agent a certificate, signed by an Authorized Officer, certifying to the best knowledge of the Borrower, that, on the date of, and taking into account, the consummation of such Investment or Acquisition, and based on the reasonable assumptions set forth in such Certificate, no Event of Default has occurred and is continuing, and the Borrower is in pro forma compliance with the Consolidated Tangible Net Worth Test and Leverage Testfinancial covenants set forth in Section 6.19.
(viii) [intentionally deleted].
(ix) The creation of new Subsidiaries engaged primarily in a Related Business (or the purpose of which is principally to preserve the use of a name in which such business is conducted), subject to the limitations contained in Section 6.14(vii).
(x) Stock, obligations or securities received in satisfaction of debts owing to the Borrower or any Guarantor in the ordinary course of business.
(xi) Pledges or deposits in cash by the Borrower or a Guarantor to support support, and guaranty and indemnification obligations arising in connection with, surety bonds, performance bonds or guarantees of completion in the ordinary course of business.
(xii) Loans representing intercompany Indebtedness between the Borrower, any Guarantor and/or any Subsidiary, subject to the limitations contained in Section 6.14(vii).
(xiii) Investments pursuant to the Borrower’s or a Guarantor’s employment compensation plans or agreements.
(xiv) Payments on account of the purchase, redemption or other acquisition or retirement for value, or any payment in respect of any amendment (in anticipation of or in connection with any such retirement, acquisition or defeasance) in whole or in part, of any shares of capital stock or other securities of the Borrower, but only to the extent the same is permitted under the Indenture.
(xv) Investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any Lien or any judgment or settlement of any Person in exchange for or satisfaction of Indebtedness or other obligations or other Property received from such Person, or for other liabilities or obligations of such Person created, in accordance with the terms of this Agreement.
(xvi) Prepaid expenses, negotiable instruments held for collection and insurance deposits, lease deposits, utility deposits, workers’ compensation deposits, performance deposits and other similar deposits, in each case made in the ordinary course of business.
(xvii) Obligations with respect to homeowners association obligations, community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business of a homebuilder.
(xviii) Guarantee or indemnification obligations (other than for the payment of borrowed money) entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, entitlement and development of real property.
(xix) Investments arising under Rate Management Transactions under which Borrower or Guarantor are a counterparty.
(xx) Investments, in addition to those enumerated above in this Section 6.14, in an aggregate amount outstanding at any time not to exceed $25,000,00010,000,000.
Appears in 1 contract
