Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. America Online shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online or a Subsidiary of America Online to or in America Online or any Subsidiary of America Online, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers under Regulatory Law (as defined in Section 6.4(c)) or (ii) without regard to anything contained in the America Online Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Indebtedness"), except for (A) any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. America Online Premcor shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by America Online Premcor or a wholly owned Subsidiary of America Online Premcor to or in America Online Premcor or any wholly owned Subsidiary of America OnlinePremcor, (y) employee loans or advances made in the ordinary course of business or (zB) in the ordinary course of business consistent with past practice which that are not, individually or in the aggregate, material to America Online Premcor and its Subsidiaries taken as a whole whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero (provided that none of such transactions referred to in this clause (zi) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers Merger under Regulatory Law (as defined in Section 6.4(c)Law) or (ii) without regard to anything contained except for (A) indebtedness incurred in the America Online Disclosure Scheduleordinary course of business under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party thereto, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online Premcor or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "“keep well" ” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online “Premcor Indebtedness"”), except for (A) any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. America Online Time Warner shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e5.2(e) or as disclosed in Section 5.1(g) of the America Online Time Warner Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online Time Warner or a Subsidiary of America Online Time Warner to or in America Online Time Warner or any Subsidiary of America OnlineTime Warner, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online Time Warner and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers under Regulatory Law (as defined in Section 6.4(c)) or (ii) without regard to anything contained in the America Online Time Warner Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online Time Warner or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Time Warner Indebtedness"), except for (A) any America Online Time Warner Indebtedness so long as (x) after the incurrence or issuance of such America Online Time Warner Indebtedness America OnlineTime Warner's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online Time Warner as of the date hereof and (y) no America Online Time Warner credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") 's or Standard & Poor's Corporation ("S&P") S&P (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online Time Warner and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. America Online The TEPPCO Entities shall not, and shall not permit any of its the TEPPCO Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online or a Subsidiary of America Online to or in America Online the TEPPCO Entities or any Subsidiary of America Onlinetheir wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity or to Partially Owned Entities of the TEPPCO Entities to the extent required pursuant to the governing documents of such entity, or (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online the TEPPCO Entities and its the TEPPCO Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (zy) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers TEPPCO Merger under Regulatory Law (as defined in Section 6.4(c)Law) or (ii) without regard except for (A) solely with respect to anything contained in TEPPCO and any of the America Online Disclosure ScheduleTEPPCO Subsidiaries, additional borrowing under existing loan agreements and refinancing or replacement of such agreements or obligations thereunder and (B) borrowings (and associated guarantees) of up to an aggregate of $200 million principal amount of indebtedness under one or more new short-term credit facilities, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online the TEPPCO Entities or any of its the TEPPCO Subsidiaries, guarantee any debt securities indebtedness or obligation of another personPerson, enter into any "“keep well" ” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into ). Notwithstanding any arrangement having the economic effect of any of the foregoing (collectively, "America Online Indebtedness"), except for (A) any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation other provision of this Agreement Agreement, TEPPCO and the TEPPCO Subsidiaries shall be entitled to transfer funds and make payments to TEPPCO GP and the TEPPCO Subsidiaries (i) to reimburse TEPPCO GP and the TEPPCO Subsidiaries for obligations (which otherwise were incurred in compliance with the TEPPCO GP Merger Agreement) of TEPPCO or any of the transactions contemplated hereby shall not give rise to, cause TEPPCO Subsidiaries incurred by TEPPCO GP or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned TEPPCO Subsidiaries or between such wholly owned Subsidiaries(ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. America Online KSL shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online or a Subsidiary of America Online to or in America Online KSL or any Subsidiary of America Onlineits wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online KSL and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (zy) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers KSL Merger under Regulatory Law (as defined in Section 6.4(c)Law) or (ii) without regard to anything contained in the America Online Disclosure Scheduleexcept for additional borrowings under existing loan arrangements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online KSL or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "“keep well" ” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned SubsidiarySubsidiary or KPP or any wholly owned Subsidiary of KPP) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Indebtedness"), except for (A) foregoing. Notwithstanding any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation other provision of this Agreement Agreement, KSL and its Subsidiaries shall be entitled to transfer funds and make payments to KPP and its Subsidiaries (i) to reimburse KPP and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KPP Merger Agreement) of KSL or any of the transactions contemplated hereby shall not give rise to, cause its Subsidiaries incurred by KPP or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries(ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. America Online KSL shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online or a Subsidiary of America Online to or in America Online KSL or any Subsidiary of America Onlineits wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online KSL and its Subsidiaries taken as a whole (provided PROVIDED that none of such transactions referred to in this clause (zy) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers KSL Merger under Regulatory Law (as defined in Section 6.4(c)Law) or (ii) without regard to anything contained in the America Online Disclosure Scheduleexcept for additional borrowings under existing loan arrangements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online KSL or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned SubsidiarySubsidiary or KPP or any wholly owned Subsidiary of KPP) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Indebtedness"), except for (A) foregoing. Notwithstanding any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation other provision of this Agreement Agreement, KSL and its Subsidiaries shall be entitled to transfer funds and make payments to KPP and its Subsidiaries (i) to reimburse KPP and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KPP Merger Agreement) of KSL or any of the transactions contemplated hereby shall not give rise to, cause its Subsidiaries incurred by KPP or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries(ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. America Online KPP shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online or a Subsidiary of America Online to or in America Online KPP or any Subsidiary of America Onlineits wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online KPP and its Subsidiaries taken as a whole (provided PROVIDED that none of such transactions referred to in this clause (zy) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers KPP Merger under Regulatory Law (as defined in Section 6.4(c)Law) or (ii) without regard to anything contained in the America Online Disclosure Scheduleexcept for additional borrowing under existing loan agreements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online KPP or any of its Subsidiaries, guarantee any debt securities of any of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Indebtedness"), except for (A) foregoing. Notwithstanding any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation other provision of this Agreement Agreement, KPP and its Subsidiaries shall be entitled to transfer funds and make payments to KSL and its Subsidiaries (i) to reimburse KSL and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KSL Merger Agreement) of KPP or any of the transactions contemplated hereby shall not give rise to, cause its Subsidiaries incurred by KSL or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries(ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. America Online Time Warner shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e5.2(e) or as disclosed in Section 5.1(g) of the America Online Time Warner Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by America Online Time Warner or a Subsidiary of America Online Time Warner to or in America Online Time Warner or any Subsidiary of America OnlineTime Warner, (y) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to America Online Time Warner and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers under Regulatory Law (as defined in Section 6.4(c)) or (ii) without regard to anything contained in the America Online Time Warner Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of America Online Time Warner or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "America Online Time Warner Indebtedness"), except for (A) any America Online Time Warner Indebtedness so long as (x) after the incurrence or issuance of such America Online Time Warner Indebtedness America OnlineTime Warner's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online Time Warner as of the date hereof and (y) no America Online Time Warner credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") S&P (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online Time Warner and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.