Investments; Joint Ventures. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000;
(iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv);
(iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8;
(v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto;
(vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000;
(vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby;
(viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization;
(ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding;
(x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and
(xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.
Investments; Joint Ventures. Other than as set forth in Schedule 4.12, the Company has no Subsidiaries or other direct or indirect Investment in any Person, and the Company is not a party to any partnership, management, shareholders' or joint venture or similar agreement.
Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Lessee may make and own Investments in Cash Equivalents;
(ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee;
(iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof;
(iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein;
(v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and
(vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million.
Investments; Joint Ventures. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash Equivalents; 134
(ii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv);
(iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsections 7.6, 7.8 and 7.9;
(iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------
(v) Company and its wholly-owned Domestic Subsidiaries may make and own Investments in Persons that, as a result of such Investments, become additional wholly-owned Domestic Subsidiaries, and Company may make and own Investments in Persons that, as a result of such Investments, become additional direct wholly-owned Foreign Subsidiaries, in each case to the extent such Investments are permitted under subsection 7.7(ii); and
(vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $8,000,000.
Investments; Joint Ventures. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Company may make and own Investments in Subsidiaries of Company;
(iii) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------
(iv) Company may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7;
(v) Company may make extensions of credit or otherwise provide credit support to franchisees in respect of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that the aggregate amount thereof created after -------- the Closing Date shall at no time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchisees;
(vi) Company may make Investments in or loans to franchisees not specified in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstanding;
(vii) Company may continue to own loans evidenced by the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;
(viii) Company may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereof;
(ix) Company may make and own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company may make and own the Permitted Foreign Joint Venture Investment; and
(xi) Company may make and own Investments permitted pursuant to subsection 7.7.
Investments; Joint Ventures. The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or otherwise form or create any Subsidiary (other than in accordance with Section 5.11.B), except for Permitted Investments.
Investments; Joint Ventures. The Company has no Subsidiaries or other direct or indirect Investment in any Person, and the Company is not a party to any partnership, management, shareholders' or joint venture or similar agreement.
Investments; Joint Ventures. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash Equivalents;
(ii) Company and its Subsidiaries may (a) continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company, (b) make and maintain Investments in any Subsidiary Guarantor from and after the Closing Date and (c) make Investments in Immaterial Subsidiaries from and after the Closing Date in an aggregate cumulative amount not to exceed $5,000,000; provided, however, that to the extent any such Immaterial Subsidiary becomes a Subsidiary Guarantor after or as a result of any such Investment under this clause (c), the amount of all Investments in such Immaterial Subsidiary pursuant to this subsection 7.3(ii) shall not then be counted towards the foregoing $5,000,000 limitation;
(iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv);
(iv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8;
(v) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; and
(vi) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $10,000,000.
Investments; Joint Ventures. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash Equivalents;
(ii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv);
(iii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.6D;
(iv) Company and its Subsidiaries may make and own Investments in connection with a Permitted Acquisition;
(v) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $7,500,000.
Investments; Joint Ventures. The Company does not have a direct or indirect Investment in any Person, and the Company is not a party to any partnership, management, shareholders' or joint venture or similar agreement.
