Investments, Guaranties, etc Sample Clauses

Investments, Guaranties, etc. Neither Obligor will, nor will either Obligor permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), (5) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (6) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase su...
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Investments, Guaranties, etc. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly (a) make or own any Investment in any Person or (b) create or become liable with respect to any Guaranty, except: (i) the Borrower or any Restricted Subsidiary may make and own Investments in Cash Equivalents; (ii) the Borrower and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in Capital Stock of any Person which simultaneously therewith becomes a Restricted Subsidiary; provided that (A) no Event of Default or Default has occurred and is continuing at the time of any such Investment or would occur immediately after giving effect thereto (on a pro forma basis as if such Investment had occurred on the first day of the applicable Reference Period for purposes of Section 6.29) and (B) in the case of any such Investment in any Person which simultaneously therewith becomes a Restricted Subsidiary, the Borrower shall have prepared and furnished to the Agents prior to the consummation of such Investment pro forma financial statements demonstrating to the satisfaction of the Agents that the covenant in Section 6.29 will not be violated after giving pro forma effect to such proposed Investment; (iii) any Restricted Subsidiary may make and permit to be outstanding Investments in the Borrower and may create or become liable with respect to any Guarantee in respect of the Facilities Obligations, the Mortgage Notes and the Parity Debt; (A) the Borrower or any Restricted Subsidiary may make and own Investments in the Capital Stock of, or contributions to capital in the ordinary course of business of, any Unrestricted Subsidiary or joint venture, except Petro Holdings and its subsidiaries, if immediately after giving effect to the making of any such Investment, the aggregate amount of all such Investments made and outstanding pursuant to this paragraph (iv) shall not at any time exceed $5,000,000, net of cash distributions received from all Unrestricted Subsidiaries and joint ventures, excluding Petro Holdings, since the date hereof, and (B) Star/Petro may make and own Investments in Petro Holdings, but only with the proceeds of (x) borrowings constituting Star/Petro Intercompany Subordinated Debt or (y) capital contributions or equity investments indirectly made by the Public Partnership in Star/Petro on or after March 25, 1999; (v) the Borrower or any Restricted Subsidiary may make and own Investments (A) constituting trade...
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Investments, Guaranties, etc. The Borrowers shall not, directly or indirectly, (i) make or own any Investment other than (A) Permitted Investments, (B) the purchase or ownership of assets or stock and other securities of a Subsidiary, (C) loans to officers, directors, employees or Subsidiaries to the extent that following such loan, no Event of Default or Potential Event of Default would exist, (D) loans, advances and Investments in an amount allowed as a dividend or distribution under Section 10.1(h)(ii) less any such amount paid by a Borrower as a dividend or distribution in accordance with Section 10.1(h)(ii), (E) loans, advances and Investments permitted under Section 5.17, (F) Investments outstanding as of the Closing Date, (G) Investments in and to El Dorado Nitrogen Company, (H) Investments in other Borrowers and (I) other Investments not otherwise permitted under this Section 10.1(g) in an amount not to exceed $5,000,000 in the aggregate at any time; or (ii) create or become liable with respect to any Guaranty, except for (A) Guaranties outstanding as of the Closing Date, and (B) Guaranties on behalf of other Borrowers or Subsidiaries or not otherwise permitted under this Section 10.1(g), in an amount not to exceed $3,000,000 in the aggregate (on a consolidated and combined basis) at any time.
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Investments, Guaranties, etc. The Company will not, and will not permit any Subsidiary to, directly or indirectly make or own any Investment in any Person, or create or become or be liable with respect to any Guaranty, except: (a) the Company and its Subsidiaries may make and own Investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof, 22 (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest rating obtainable from either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc., (iii) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination the highest rating obtainable from either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc., (iv) certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia, each having as at any date of determination combined capital and surplus of not less than $300,000,000 ("Permitted Banks") or a foreign branch thereof, (v) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks,
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Investments, Guaranties, etc. The Company will not, and will not permit any Subsidiary to, directly or indirectly make or own any Investment in any Person, or create or become or be liable with respect to any Guaranty, except: (a) the Company and its Subsidiaries may make and own Investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof maturing within one year from the date of acquisition thereof,
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Investments, Guaranties, etc. The GMH Companies will not, and will not permit any Subsidiary to, directly or indirectly (a) make or own any Investment in any Person, or (b) create or become or be liable with respect to any Guaranty, except: (i) the GMH Companies and their Subsidiaries may make and own Investments in (t) marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof maturing within one year from the date of acquisition thereof,
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Investments, Guaranties, etc. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in, or enter into a Guaranty of any Obligation of, any Person other than (i) (A) Investments in Restricted Subsidiaries existing on the date hereof, and
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Related to Investments, Guaranties, etc

  • Guaranties, Etc Assume, guaranty, endorse, or otherwise be or become directly or contingently responsible or liable, or permit any Subsidiary to assume, guaranty, endorse, or otherwise be or become directly or contingently responsible or liable (including, but not limited to, an agreement to purchase any obligation, stock, assets, goods, or services, or to supply or advance any funds, assets, goods, or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth, or otherwise to assure the creditors of any Person against loss) for obligations of any Person, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

  • Guaranties; Loans The Company shall not guarantee nor be liable in any manner, whether directly or indirectly, or become contingently liable after the date of this Agreement in connection with the obligations or indebtedness of any person or persons, except for (i) the indebtedness currently secured by the liens identified on the Pledged Property identified on Exhibit A hereto and (ii) the endorsement of negotiable instruments payable to the Company for deposit or collection in the ordinary course of business. The Company shall not make any loan, advance or extension of credit to any person other than in the normal course of its business.

  • Compliance with Warranties, No Default, etc Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct: (a) the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (b) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

  • Continuing Effect of Agreement Except as amended by this Amendment No.1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No.1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.1.

  • Continuing Effect of the Credit Agreement This Amendment shall not constitute a waiver of any provision not expressly referred to herein and shall not be construed as a consent to any action on the part of the Borrowers or Guarantors that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents except as expressly stated herein. Except as expressly modified hereby, the provisions of the Credit Agreement and the Loan Documents are and shall remain in full force and effect.

  • Incorporation of Representations and Warranties From Credit Agreement The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

  • Representations, Warranties and Covenants of the Securities Intermediary The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

  • Filing of Certificate and Perfection of Limited Partnership The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

  • Limitations on Debt Payments and Amendments (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

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