Common use of Investments and Subsidiaries Clause in Contracts

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Investors Service or xxxxxficates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of $75,000.00; and (iii) advances in the form of progress payments, prepaid rent not exceeding 2 months or security deposits. (iv) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) in existence on the date hereof and listed in Schedule 5.4.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Investors Service or xxxxxficates certificates of deposit or bankers' acceptances xxxxxxxnces having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of $75,000.00; and (iii) advances in the form of progress payments, prepaid rent not exceeding 2 months or security deposits. (iv) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) in existence on the date hereof and listed in Schedule 5.4.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Investors Service or xxxxxficates xx certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii2) travel advances or loans to the Borrower's officers and employees of the Borrower not exceeding at any one time an aggregate of Ten Thousand Dollars ($75,000.0010,000); and (iii3) advances in the form of progress payments, prepaid rent not exceeding 2 months or security deposits.; (iv) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date. (v4) payments to CIS Corporation to reduce inter-company debt to the Covenant Entities so long as they are expensed extent permitted by Section 7.20; and (5) other loans and advances made in accordance with GAAPthe ordinary course of Borrower's business, provided that the conditions set forth in subparagraphs (a) through (d) of Section 7.20 have been satisfied (and appear on all statements of income required pursuant for this purpose the "payment" referred to Section 6.1therein shall be deemed to be the loan or advance proposed to be made by the Borrower under this subparagraph (5)). (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) any Subsidiary in existence on the date hereof and listed in Schedule 5.4Exhibit B hereto. Notwithstanding any other provision of this Agreement, in no event will the Borrower make any investment in, or any loan, advance, or transfer of assets of any nature to, any Affiliate which is not a Guarantor.

Investments and Subsidiaries. (a) The Neither the Borrower nor any of its Subsidiaries will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (ia) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "“A-1" ” or "“A-2" ” by Standard & Poors Corporation or "“P-1" ” or "“P-2" ” by Moody's Xxxxx’x Investors Service or xxxxxficates certificates of deposit or bankers' ’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' ’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) travel advances or loans to the Borrower's officers Officers and employees of the Borrower and its Subsidiaries not exceeding at any one time an aggregate of $75,000.00; and$ 100,000.00 for the Borrower and its Subsidiaries in the aggregate; (iiic) advances in the form of progress payments, prepaid rent not exceeding 2 two (2) months or security deposits.; and (ivd) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed current investments in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) Subsidiaries in existence on the date hereof and listed in Schedule 5.45.5 hereto. If the Borrower acquires any new Subsidiary, the Borrower will execute a Collateral Security Agreement covering such Subsidiary and will cause such Subsidiary to execute a guaranty of the Obligations in favor of the Lender or, if the Lender elects, join in this Agreement as a co-borrower.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Xxxxx'x Investors Service or xxxxxficates certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of $75,000.00; and30,000; (iii) advances in the form of progress payments, prepaid rent not exceeding 2 two (2) months or security deposits.; (iv) loansPermitted Intercompany Transfers; provided, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities that such Permitted Intercompany Transfers do not to -------- exceed $250,000 in the aggregate (i) $1,500,000.00 through the first anniversary date in any fiscal year of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date.Borrower; and (v) payments advances or loans to the Covenant Entities so long Guarantor; provided, that (A) such advances or loans do not exceed at any -------- time an aggregate amount equal to (x) fifty percent (50%) of the Borrower's After-Tax Net Income for the Borrower's current fiscal year-to-date period minus (y) the amount of dividends ----- or other distributions made by the Borrower to the Guarantor during such current fiscal year-to-date period and (B) no Default Period exists or would exist as they are expensed in accordance with GAAP, and appear on all statements a result of income required pursuant to Section 6.1such advance or loan. (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) any Subsidiary in existence on the date hereof and listed in Schedule 5.4.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors ---- --- Corporation or "P-1" or "P-2" by Moody's Xxxxx'x Investors Service or xxxxxficates --- --- certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of One Hundred Million Dollars ($100,000,000 100,000,000) (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of Twenty Five Thousand Dollars ($75,000.00; and25,000), except for the loan in the amount of Two Hundred Thousand Dollars ($200,000), provided by Borrower to Xxxxx Xxxxx as evidenced by that certain Employment Agreement, dated December 23, 1999, between Xxxxx X. Xxxxx and Borrower; (iii) advances in the form of progress payments, prepaid rent not exceeding 2 three (3) months or security deposits.; (iv) loans, advances or any other credits at any time disbursed and outstanding after investments existing on the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed hereof and described in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date.Schedule 7.4; (v) payments to accounts receivable; (vi) investments received in settlement of arms length disputes; and (vii) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements ordinary course of income required pursuant to Section 6.1business. (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) in existence on the date hereof and listed in Schedule 5.4.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Investors Service or ox xxxxxficates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees of the Borrower not exceeding at any one time an aggregate of Ten Thousand Dollars ($75,000.00; and10,000); (iii) advances in the form of progress payments, prepaid rent not exceeding 2 months or security deposits.; and (iv) loans, other loans and advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed made in the aggregate ordinary course of Borrower's business, provided that the conditions set forth in subparagraphs (ia) $1,500,000.00 through (c) of Section 7.20 have been satisfied (and for this purpose, the first anniversary date of "payment" referred to therein shall be deemed to be the Funding Date, proposed loan or advance to made by the Borrower under this subparagraph (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date4)). (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) any Subsidiary in existence on the date hereof and listed in Schedule 5.4Exhibit B hereto. Notwithstanding any other provision of this Agreement, in no event will the Borrower make any investment in, or any loan, advance, or transfer of assets of any nature to, any Affiliate which is not a Guarantor.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Xxxxx'x Investors Service or xxxxxficates certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of $75,000.0050,000; and (iii) advances in the form of progress paymentspayments for the purchase of capital assets permitted pursuant to Section 7.10, prepaid rent not exceeding 2 months or one month and security deposits. (iv) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed deposits maintained in the aggregate (i) $1,500,000.00 through the first anniversary date ordinary course of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Datebusiness. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, Subsidiary except the Guarantor and any successor company that obtains similar tax benefits provided that such company executes a guaranty on substantially the same terms as the Guaranty immediately upon its formation. The Borrower will not permit the Guarantor's net assets and the net assets of any successor company permitted to be formed under the preceding sentence at any one time to exceed $5,000 in the aggregate other than commissions realized in the Subsidiar(y)(iesordinary course of business to the extent that same are transferred to the Borrower within 5 Banking Days after payment thereof. (c) Within 90 days after the Funding Date, the Borrower shall cause the Guarantor to execute and deliver (x) a security agreement (or other appropriate document) granting the Lender a blanket lien in existence on all of its assets as additional security for the date hereof Guaranty, and listed take any other actions as may be necessary to cause the security interests granted thereby to be perfected under applicable law as first priority security interests and (y) a legal opinion in Schedule 5.4form and substance reasonably acceptable to the Lender relating to the due authorization, execution and delivery of the security agreement and the enforceability thereof under applicable law.

Investments and Subsidiaries. (a) The Neither the Borrower nor any of its Subsidiaries will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (ia) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Xxxxx'x Investors Service or xxxxxficates certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) travel advances or loans to the Borrower's officers Officers and employees of the Borrower and its Subsidiaries not exceeding at any one time an aggregate of $75,000.00; and$ 50,000.00 for the Borrower and its Subsidiaries in the aggregate; (iiic) advances in the form of progress payments, prepaid rent not exceeding 2 two (2) months or security deposits.; and (ivd) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed current investments in the aggregate (i) $1,500,000.00 through the first anniversary date of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Date. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, other than the Subsidiar(y)(ies) Subsidiaries in existence on the date hereof and listed in Schedule 5.4SCHEDULE 5.5 hereto. If the Borrower acquires any new Subsidiary, the Borrower will execute a Collateral Security Agreement covering such Subsidiary and will cause such Subsidiary to execute a guaranty of the Obligations in favor of the Lender or, if the Lender elects, join in this Agreement as a co-borrower.

Investments and Subsidiaries. (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Moody's Xxxxx'x Investors Service or xxxxxficates certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to the Borrower's officers and employees not exceeding at any one time an aggregate of $75,000.0050,000; and (iii) advances in the form of progress paymentspayments for the purchase of capital assets permitted pursuant to Section 7.10, prepaid rent not exceeding 2 months or one month and security deposits. (iv) loans, advances or any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities not to exceed deposits maintained in the aggregate (i) $1,500,000.00 through the first anniversary date ordinary course of the Funding Date, (ii) $2,250,000.00 after the first anniversary of the Funding Date through the second anniversary of the Funding Date, and (iii) $3,000,000.00 after the second anniversary of the Funding Date through the Termination Datebusiness. (v) payments to the Covenant Entities so long as they are expensed in accordance with GAAP, and appear on all statements of income required pursuant to Section 6.1 (b) The Borrower will not create or permit to exist any Subsidiary, Subsidiary except the Guarantor and any successor company that obtains similar tax benefits provided that such company executes a guaranty on substantially the same terms as the Guaranty immediately upon its formation. The Borrower will not permit the Guarantor's net assets and the net assets of any successor company permitted to be formed under the preceding sentence at any one time to exceed $5,000 in the aggregate other than commissions realized in the Subsidiar(y)(iesordinary course of business to the extent the same are transferred to the Borrower within 5 Banking Days after payment thereof. (c) Within 90 days after the Funding Date, the Borrower shall cause the Guarantor to execute and deliver (x) a security agreement (or other appropriate document) granting the Lender a blanket lien in existence on all of its assets as additional security for the date hereof Guaranty, and listed take any other actions as may be necessary to cause the security interests granted thereby to be perfected under applicable law as first priority security interests and (y) a legal opinion in Schedule 5.4form and substance reasonably acceptable to the Lender relating to the due authorization, execution and delivery of the security agreement and the enforceability thereof under applicable law.