Investments and Purchases. The Borrower will not, nor will it permit any 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 Purchases, except:
(a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies;
(b) Commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’x;
(c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation;
(d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x;
(e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Mxxxx’x;
(f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Mxxxx’x and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x;
(g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Mxxxx’x or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Mxxxx’x;
(h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries;
(i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto;
(j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not exceeding $2...
Investments and Purchases. The Borrower will not, nor will it permit an 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 Purchases, except:
(a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described on Schedule 5.9 hereto;
(b) Securities purchased under agreements to resell; municipal, corporate and treasury bonds; money market funds as defined in Rule 2a-7 of the Investment Company Act; and other securities purchased in the ordinary course of business;
(c) Obligations of, or fully guaranteed by, the United States of America; commercial paper and other notes and securities rated investment grade by a national securities rating agency; demand deposit accounts maintained in the ordinary course of business; and bankers acceptances and certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000;
(d) Additional Purchases of or Investments in the stock of Subsidiaries or the capital stock, assets, obligations or other securities of or interest in other Persons provided that (i) each such Person shall be (x) incorporated, organized or otherwise formed under the Laws of any state of the United States, or under the Laws of Canada, any member country of the European Economic Union, Switzerland, Liechtenstein, Japan, Australia or New Zealand, and (y) engaged in a line of business not substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof (which for this purpose shall be deemed to include the financial services business as well as service businesses related thereto), (ii) the transaction shall have been approved and recommended by the board of directors (or functional equivalent thereof ) of such Person, and (iii) no Default shall have occurred and be continuing either immediately before or after giving effect to such transaction and No Material Adverse Effect would result therefrom;
(e) Seed Money; and
(f) The creation or acquisition of Subsidiaries that are registered investment advisors to mutual funds or other investment advisory clients or otherwise engaged in the financial services business, as well as service businesses related thereto.
Investments and Purchases. The Borrower will not, nor will it permit any 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 or member in any partnership, limited liability company or joint venture, or to make any Purchases, except:
(a) Cash Equivalent Investments;
(b) Existing Investments in Subsidiaries, Investments in Wholly-Owned Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.14 hereto;
(c) Investments to effect the Acquisition pursuant to the terms of the Merger Agreement and/or the Offer to Purchase (including open market and privately negotiated purchases as described therein) without waiver of any material condition thereof;
(d) Investments incurred in order to consummate other Purchases; provided that (i) the Borrower provides the Agent with a certificate at least five (5) Business Days prior to the consummation of such Purchase evidencing that, after giving effect to such Purchase, no Default or Unmatured Default would exist under Section 6.23.2 as of such date (as determined on a pro forma basis as of the last day of the preceding fiscal quarter) and (ii) the Person or business which is the subject of such Purchase is in the same or similar line of business as the Borrower and its Subsidiaries; and
(e) Other Investments made after the date hereof after giving effect to which the aggregate amount of all such other Investments (calculated on the basis of the initial amount of each such other Investment) does not exceed 25% of Consolidated Total Assets as at the end of the quarter next preceding the date on which such determination is made provided that no more than 10% of Consolidated Total Assets as at the end of the quarter next preceding the date on which such determination is made may be Investments in Persons which are not Subsidiaries.
Investments and Purchases. The Borrower shall not, and shall not permit any Insurance 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 Purchases, except for (i) in the case of any Insurance Subsidiary, Investments and Purchases approved by applicable insurance departments or commissioners, or as otherwise permitted by, or not prohibited by, applicable insurance laws; and (ii) Permitted Investments.
Investments and Purchases. No Loan Party will, and will not ------------------------- permit any of its Subsidiaries to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries of either Loan Party), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Purchases, except:
(a) Investments in existence on the date hereof;
(b) loans and advances to employees in the ordinary course of business and consistent with past practices;
(c) Investments made in Subsidiaries and in Main Street America Holdings, Inc., Folksamerica Holding Company Inc. and Financial Security Assurance Holdings Ltd.;
(d) Purchases of businesses or entities engaged in the insurance and/or insurance services business which do not constitute hostile takeovers; and
(e) other Investments, so long as any such Investment is materially consistent with such Loan Party's investment policy guidelines as approved from time to time by the finance committee of the board of directors of Parent and the board of directors of the Borrower (a copy of the current version of such guidelines having been delivered to each Lender); provided that any change from the guidelines previously submitted to the Lenders shall not materially adversely affect the Lenders.
Investments and Purchases. 28 6.11. Liens......................................................................... 29 6.12. Affiliates.................................................................... 30 6.13.
Investments and Purchases. The Borrower will not, nor will it permit any 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 Purchases, except:
Investments and Purchases. 38 6.14. CONTINGENT OBLIGATIONS....................................................................... 39 6.15. LIENS........................................................................................ 40 6.16. AFFILIATES................................................................................... 41 6.17. ENVIRONMENTAL MATTERS........................................................................ 41 6.18. CHANGE IN CORPORATE STRUCTURE; FISCAL YEAR................................................... 41 6.19. INCONSISTENT AGREEMENTS...................................................................... 41 6.20.
Investments and Purchases. Industries will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to Industries or any Subsidiary, 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 Purchases of any Person or, with respect to Industries or any Domestic Subsidiary, make any purchase or other acquisition in any one transaction or series of related transactions of any Foreign Assets that individually or in the aggregate would be material to the business, operations, Property or financial condition of Industries or any of its Subsidiaries ("Material Foreign Assets"), except:
(a) (i) Investments in existence on the date hereof in Subsidiaries and (ii) other Investments in existence on the date hereof and described in Schedule 6.15 hereto;
(b) Purchases by Industries or any Subsidiary, so long as (i) no Default or Unmatured Default has occurred and is continuing or would occur after giving effect thereto, (ii) Group has provided the Lenders with pro forma financial statements giving effect thereto which evidence compliance with Section 6.25 for the remaining term of this Agreement, (iii) the entity being acquired is in substantially the same or a similar type of business as Industries and its Subsidiaries and (iv) such transaction is not the type of transaction described in Section 6.2(b);
(c) Additional Investments by Industries or any of its Subsidiaries in Industries or any Wholly-Owned Subsidiary of Industries and the creation of new Subsidiaries by Industries or any Subsidiary; provided that Industries shall and shall cause its Subsidiaries (including any newly formed Subsidiary) to comply with the other provisions of this Agreement in connection with any such Investment including without limitation the provisions of Section 6.28;
(d) Investments in commercial paper maturing in 270 days or less from the date of issuance which, at the time of acquisition, is rated at least A-1 by Standard & Poor's Ratings Group ("S&P") or at least P-1 by Moodx'x Xxxestors Service, Inc. ("Moody's"), or the equivalent thereof;
(e) Investments in direct obligations of the United States of America or, with respect to the Foreign Subsidiaries, of the central government of the applicable jurisdiction, or any agency thereof, maturing in twelve months or less from the date of acquisition thereof and which a...
Investments and Purchases. The Borrower will not, and will not ------------------------- permit any 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 create any Subsidiary or become or remain a partner in any partnership or joint venture, or make any Purchases, except:
(a) Investments in existence on the date hereof;
(b) loans and advances to employees in the ordinary course of business and consistent with past practices;
(c) Investments made in Subsidiaries and in Main Street America Holdings, Inc., Folksamerica Holding Company Inc. and Financial Security Assurance Holdings Ltd.;
(d) Purchases of businesses or entities engaged in the insurance and/or insurance services business which do not constitute hostile takeovers; and
(e) other Investments, so long as any such Investment is materially consistent with the Borrower's investment policy guidelines as approved from time to time by the finance committee of the board of directors of the Borrower (a copy of the current version of such guidelines having been delivered to each Lender); provided that any change from the guidelines previously submitted to the Lenders shall not materially adversely affect the Lenders.
