Investments, Loans, Acquisitions, Etc. The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof; (i) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding; (ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”); (e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time; (f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (g) Hedging Transactions permitted by Section 7.10; (h) Permitted Acquisitions; (i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i); (j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6; (k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and (l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial Corp)
Investments, Loans, Acquisitions, Etc. The Borrowers will notAt any time, and will not permit any of their Restricted Subsidiaries to, purchasepurchase or otherwise acquire, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of invest in the foregoing) Stock of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase make any loan or otherwise acquire (advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in one transaction or a series of transactions) all with any Person including an Acquisition, or substantially all make any payments in respect of the assets or Capital Stock of a PersonACE Subordinated Note, or permit any assets of any other Person that constitute a business unit or division of any other Personits Subsidiaries so to do, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), which are sometimes referred to herein as "INVESTMENTS") except:
(a) Investments (in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other than Permitted Investments) existing on commercial bank, trust company or national banking association incorporated under the date hereof laws of the United States or any State thereof and set forth on Schedule 7.4 (including Investments in Subsidiaries)having undivided capital surplus and retained earnings exceeding $500,000,000;
(b) Permitted InvestmentsInvestments in short-term direct obligations of the United States of America or agencies thereof which obligations are guaranteed by the United States of America;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that Investments existing on the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation Second Restatement Date as set forth in clause Schedule 8.6;
(d) hereofnormal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions;
(e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof;
(f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof;
(g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries;
(h) Acquisitions of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that:
(i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period,
(ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00,
(iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and
(iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested;
(i) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”);
(e) loans or advances to employees, officers or directors consisting of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i)Existing Intercompany Notes;
(j) Investments consisting by the Borrower or any of Liensits Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, Indebtednesshas become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, fundamental changes provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6Event of Default would exist before or after giving effect thereto;
(k) Investments by the Borrower in Xxxxxx Investments consisting of Guarantees solely of the obligations ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of others Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note;
(l) Additional Xxxxxx Investments, PROVIDED THAT:
(i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment;
(ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist,
(iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and
(iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00;
(m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) such Guarantees do not constitute Guarantees no Default or Event of Indebtedness for borrowed money Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such Guarantees are entered into in payment shall not exceed the ordinary course amount of businessAdditional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and
(ln) other Investments in an aggregate amount Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to exceed $2,500,000 in any Fiscal Year3.00:1.00 after giving effect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Arch Communications Group Inc /De/), Credit Agreement (Arch Communications Group Inc /De/)
Investments, Loans, Acquisitions, Etc. The Borrowers -------------------------------------- Borrower will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"Investments”"), or consummate any Acquisitions or make any Restricted Investments, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted ----------- -------- Subsidiaries or any other entity that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(ic) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary and by any Restricted Consolidated Subsidiary in or to the Borrowers Borrower or in or to another Restricted any Subsidiary; provided, that the aggregate amount of Investments (determined at -------- book value) by Loan Parties the Borrower or any Consolidated Subsidiary in or to, and Guarantees by Loan Parties the Borrower or any Consolidated Subsidiary of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing DateFunding Date and which are identified on Schedule 7.4 hereof) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding368,900,000;
(iid) (x) the South Bay Guaranty and (y) Restricted Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as after giving effect to all Restricted Investments, the aggregate amount of all Restricted Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (ydetermined at book value) shall does not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)20% of Consolidated Total Assets;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Consolidated Subsidiary in the ordinary course of business for travel, relocation and other business related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timeexpenses;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;Hedging Agreements permitted by Section 7.10; ------------
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”, which term shall include all Restricted Investments but shall exclude all Acquisitions and shall exclude the rendition of services and provision of property or any charge therefor), or consummate any Acquisitions, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.15.13; provided, that the aggregate principal amount of Indebtedness of Restricted Consolidated Subsidiaries that are not Subsidiary Loan Parties or any other entity that is Guaranteed by the Borrower or any Loan Party other Consolidated Subsidiary shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(c) Investments by (i) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary its domestic Consolidated Subsidiaries; (ii) the Borrower and by any Restricted Subsidiary its domestic Consolidated Subsidiaries in all Foreign Subsidiaries and (iii) all Foreign Subsidiaries in all domestic Consolidated Subsidiaries and in the Borrower, all to the Borrowers or in or to another Restricted Subsidiary; extent existing on March 31, 2004 and identified on Schedule 5.16 hereof (provided, however, that the aggregate amount of where offsetting Investments by Loan Parties in or toexist between any two Persons, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees between such Persons existing on the Closing DateMarch 31, 2004 shall be deemed permitted under this Section 5.16(c) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or even though Schedule 5.16 gives effect to the Unrestricted Subsidiary so long as the aggregate amount netting of such Investments between those Persons by the Borrowers or any Restricted Subsidiary disclosing only a single investment by one Person in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”other Person);
(ed) (i) Investments (other than Investments in Consolidated Subsidiaries in the form of loans and Investments resulting from the Capital Management Subsidiary Transfer) made after March 31, 2004 by the Borrower and its Consolidated Subsidiaries in all Consolidated Subsidiaries (domestic or foreign) and all Restricted Investments (whether in the form of loans or advances to employees, officers or directors of the Borrowers or equity) made at any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll paymentstime; provided, however, that the aggregate amount Aggregate Net Amount (defined below) of all such loans Investments and advances does Restricted Investments, without duplication, shall not exceed $1,000,000 at any time;200,000,000.
(fii) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations ofincluding, or other disputes withwithout limitation, any Person arising those in the ordinary course form of business loans) made after March 31, 2004 by the Borrower and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
its domestic Consolidated Subsidiaries in all Foreign Subsidiaries; provided, however, that (i) Customary the Aggregate Net Amount of such Investments made after March 31, 2004 (together with, but without duplication, all Guarantees made after March 31, 2004 by the Borrower and reasonable indemnity obligations entered into its domestic Consolidated Subsidiaries of Indebtedness of all Foreign Subsidiaries) shall not exceed $100,000,000. To the extent that a particular Investment is of the type contemplated by both clause (d)(i) and clause (d)(ii) of this Section 5.16, it must comply with both such clauses.
(iii) Investments made in connection with the form of loans at any Permitted Acquisition time by the Borrower to its domestic Consolidated Subsidiaries or by any domestic Consolidated Subsidiaries to the Borrower or its domestic Consolidated Subsidiaries. Any Investments made by the Borrower or any disposition Consolidated Subsidiary in any Consolidated Subsidiary (domestic or foreign) in the form of loans shall be permitted only if otherwise permitted hereunder and evidenced by Section 7.6an Intercompany Note. Any Investments in the form of loans may be forgiven by the payee thereof, to in whole or in part, or otherwise converted by the extent permitted by Section 7.1(i);
(j) payee, in whole or in part, into equity Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (iy) immediately before and immediately after giving effect to the forgiveness or conversion of such Guarantees do not constitute Guarantees loans, no Event of Indebtedness for borrowed money Default shall have occurred and be continuing and (iiz) the Borrower and its Consolidated Subsidiaries shall otherwise be in compliance with the limitations on Investments set forth in this Section 5.16 after giving effect to such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Yearforgiveness or conversion.
Appears in 1 contract
Samples: Credit Agreement (Certegy Inc)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Subsidiaries to, either (i) purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”"INVESTMENTS"), or (ii) consummate any Acquisition, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries set forth on Schedule 7.4);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary or any Minority Investment and by any Restricted Subsidiary in or to the Borrowers Borrower or in or to another Restricted SubsidiarySubsidiary or Minority Investment; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary or Minority Investment that is not a Subsidiary Loan Party (including excluding all such Investments and Guarantees existing on the Closing Date) Date described in Schedule 7.4), shall not exceed $7,500,000 (or at the time of any such greater amount agreed to by investment, 10% of the Administrative Agent) Consolidated Net Worth at any time outstanding;
(ii) (x) end of the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)immediately preceding fiscal quarter;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timebusiness;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentHedging Agreements permitted by Section 7.9;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(ih) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition Investments which are received by the Borrower or any Subsidiary in consideration of any sale or other disposition of assets permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(jSections 7.6(c) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of businessd); and
(li) other Investments in Permitted Securitization Subsidiaries pursuant to any Permitted Securitization Transaction. In calculating the amount of an aggregate Investment under Section 7.4(d), the amount not of an Investment shall be deemed to exceed $2,500,000 in be the amount of the Investment as of the date the Borrower or any Fiscal YearSubsidiary acquires or makes such Investment.
Appears in 1 contract
Samples: Credit Agreement (Harland John H Co)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcapital stock, evidence of indebtedness Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances toto (including intercompany loans or advances), Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"INVESTMENTS"), or consummate any Acquisitions or make any Restricted Investments”), except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted InvestmentsGuarantees or Indebtedness permitted by Section 7.1;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed Investments made by any Consolidated Subsidiary (other than the Dormant Company) in or to any Loan Party shall be subject to the limitation set forth in clause (d) hereofParty;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties form of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or owing to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)Borrower;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Consolidated Subsidiary (other than the Dormant Company) either (i) in the ordinary course of business for travel, relocation and other business related expenses or (ii) for purposes of retention or bonuses which, in the case of both clause (i) and advances of payroll payments; provided(ii) immediately above, however, that the do not to exceed an aggregate amount of all $500,000 (determined without regard to any write-downs, write-offs or forgiveness of the principal amount of any such loans and advances does not exceed $1,000,000 at loans) in any timefiscal year;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions Obligations permitted by Section 7.10;
(hg) Investments (other than Permitted AcquisitionsInvestments) existing on the Closing Date and set forth on Schedule 7.4 (including Investments in Consolidated Subsidiaries); provided, that, with respect to any Investment set forth on Schedule 7.4 in or to a Consolidated Subsidiary that is not a Subsidiary Loan Party, such Investment may not be increased;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(jh) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
in Foreign Subsidiaries (kother than the Dormant Company) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees that are entered into organized in the ordinary course of business; and
(l) other Investments Canada in an aggregate amount not to exceed $2,000,000 in any fiscal year of the Borrower; provided, that, if, in any fiscal year of the Borrower, the Canadian Borrower sells Space & Technology / Montreal, such Investments under this clause (h) may be in an aggregate amount not to exceed $10,000,000 in such fiscal year and any fiscal year thereafter;
(i) Investments in Foreign Subsidiaries owned by LXE, Inc. in an aggregate amount not to exceed 25% of the total amount of Restricted Payments made by such Foreign Subsidiaries to LXE, Inc. since the Closing Date; and
(j) other Investments (other than Investments in Foreign Subsidiaries that are organized in Canada) which in the aggregate do not exceed $2,500,000 in any Fiscal Yearfiscal year of the Borrower. Notwithstanding the foregoing, no Investment shall be made, directly or indirectly, by the Borrower or any of its Subsidiaries in the Dormant Company.
Appears in 1 contract
Samples: u.s. Revolving Credit Agreement (Ems Technologies Inc)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”"INVESTMENTS"), or consummate any Acquisition, except:: -52- 58
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries set forth on Schedule 7.4);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary or any Minority Investment and by any Restricted Subsidiary to the Borrowers Borrower or in or to another Restricted SubsidiarySubsidiary or Minority Investment; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary or Minority Investment that is not a Subsidiary Loan Party (including excluding all such Investments and Guarantees existing on the Closing DateDate described in Schedule 7.4) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding an amount equal to the sum of (i) $25,000,000 plus (ii) the “South Bay Investment”)proceeds received by the Borrower from the sale or other disposition of its investment in Bottomline Technologies, Inc.;
(e) initial Investments made by the Borrower in Concentrex prior to Concentrex becoming a guarantor in an amount not to exceed $125,000,000 the proceeds of which are used to purchase common stock of Concentrex Incorporated and to satisfy certain Indebtedness of Concentrex;
(f) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investmentbusiness;
(g) Hedging Transactions Agreements permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting of Indebtedness expressly permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation limitations set forth in clause (d) hereof, as applicable;
(ic) Investments in or to any Loan Party (other than a Dormant Company);
(d) Investments made by the Borrowers in or to the form of Indebtedness of any Restricted Consolidated Subsidiary and by any Restricted Subsidiary owing to the Borrowers (or in or to another Restricted either of them) and Guarantees by the Borrowers of Indebtedness of any Consolidated Subsidiary; provided, that (i) the aggregate amount of (A) Investments (determined at book value without giving effect to any consolidation of accounts) by Loan Parties the Borrowers in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Consolidated Subsidiary that is not a Subsidiary Loan Party (including all Investments existing on the Closing Date and which are identified on Schedule 7.4 hereto) and (B) Guarantees (determined in accordance with the definition of “Investment” without giving effect to any consolidation of accounts) by the Borrowers of Indebtedness of any Consolidated Subsidiary that is not a Subsidiary Loan Party (including such Investments and Guarantees existing on the Closing DateDate which are identified on Schedule 7.4 hereto) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at 20,000,000 in any time outstanding;
period of 12 consecutive months, (ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of (A) Investments (determined at book value without giving effect to any consolidation of accounts) by the Borrowers or in Indebtedness of any Restricted single Consolidated Subsidiary that is not a Subsidiary Loan Party (including Investments existing on the Closing Date and which are identified on Schedule 7.4 hereto) and (B) Guarantees (determined in accordance with the Unrestricted definition of “Investment” without giving effect to any consolidation of accounts) by the Borrowers of Indebtedness of any single Consolidated Subsidiary under this clause that is not a Loan Party (yincluding such Guarantees existing on the Closing Date which are identified on Schedule 7.4 hereto) shall not exceed $8,000,000 at 5,000,000 during the term of this Agreement and (iii) no Investment shall be made, directly or indirectly, by the Borrowers (or either of them) or any time outstanding (the “South Bay Investment”)of their Subsidiaries in any Dormant Company;
(e) loans or advances to employees, officers or directors employees of the Borrowers or any Restricted Consolidated Subsidiary (other than a Dormant Company) in the ordinary course of business for travel, relocation and other business related expenses and advances of payroll payments; provided, however, that the aggregate in an amount of all such loans and advances does not to exceed $1,000,000 2,000,000 at any timeone time outstanding;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions Agreements permitted by Section 7.10;
(hg) Permitted Acquisitions;
(h) Investments existing on the Closing Date and set forth on Schedule 7.4; provided, that, with respect to any Investment set forth on Schedule 7.4 consisting of Indebtedness owing by a Subsidiary that is not a Subsidiary Loan Party to any Consolidated Party, such Indebtedness, upon repayment, may not be reborrowed;
(i) Customary Investments in joint ventures that are not Subsidiaries of the Borrowers (other than a Dormant Company) made after the Closing Date; provided, that (a) no Default or Event of Default shall exist prior to or after giving effect to such Investment and reasonable indemnity obligations entered into in connection (b) the total amount of all such Investments (determined at book value) made under this clause (i) during the preceding 12-month period, when aggregated with any such Investment, does not exceed the lesser of (A) $5,000,000 and (B) (x) the Permitted Acquisition or any disposition permitted Basket minus (y) the aggregate amount of Total Acquisition Consideration of all Acquisitions consummated by Section 7.6, to Cxxxxxxx and the extent permitted by Section 7.1(i);Consolidated Subsidiaries during such preceding 12-month period; and
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not and to exceed $2,500,000 in any Fiscal Yeara Subsidiary Loan Party (other than a Dormant Company).
Appears in 1 contract
Samples: Credit Agreement (Crawford & Co)
Investments, Loans, Acquisitions, Etc. 87 The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:
(a) Investments (other than Permitted InvestmentsCash Equivalents) existing on the date hereof and set forth on Schedule 7.4 8.4 (including Investments in Subsidiaries);
(b) Permitted InvestmentsCash Equivalents;
(c) Guarantees constituting Indebtedness permitted by Section 7.18.1; provided, provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, provided that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of of, any Restricted Subsidiary that is not a Subsidiary Loan Party (which solely for purposes of this Section 8.4(d) shall include South Bay), including all such Investments and Guarantees existing on the Closing Date) , shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative AgentAgent on behalf of the Lenders) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or ; provided that to the Unrestricted extent any Loan Party makes a cash Investment in a Subsidiary that is not a Subsidiary Loan Party and the cash so long invested was received by such Loan Party as a dividend or other distribution from a Regulated Insurance Company that is not a Loan Party within 30 days prior to the aggregate date of such Investment, the amount of Investments by such cash shall not count toward the Borrowers or any Restricted Subsidiary $7,500,000 limit set forth in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”d);
(e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, provided however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.108.10;
(h) Permitted Acquisitions;
(i) Customary customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.68.6, to the extent permitted by Section 7.1(i8.l(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.18.1, Section 7.28.2, Section 7.3 8.3 and Section 7.68.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and;
(l) other Investments in an aggregate amount not to exceed $2,500,000 5,000,000 in any Fiscal Year; and
(m) Investments made by any Regulated Insurance Company in the form of loans or advances to customers in the ordinary course of business.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"Investments”"), or consummate any Acquisitions or make any Restricted Investments, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties or any other entity that is Guaranteed by the Borrower or any Loan Party other Subsidiary shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(c) Investments existing on July 31, 2003 and identified on Schedule 4.16 hereof;
(i) Investments (other than Investments in Subsidiaries in the form of loans) made from and after July 31, 2003 by the Borrowers Borrower in any Subsidiary (domestic or foreign); provided, that the Aggregate Net Amount (defined below) of such Investments made after July 31, 2003 by the Borrower in or to all Subsidiaries plus (without duplication) the aggregate amount of all Restricted Investments shall not exceed $200,000,000.
(ii) Investments (including, without limitation, those in the form of loans) made from and after July 31, 2003 by the Borrower or any Restricted domestic Consolidated Subsidiary and by in any Restricted Subsidiary to the Borrowers or in or to another Restricted Foreign Subsidiary; provided, that (i) the aggregate amount Aggregate Net Amount of such Investments made after July 31, 2003 by Loan Parties the Borrower or any domestic Consolidated Subsidiary in or toto all Foreign Subsidiaries (together with, and but without duplication, all Guarantees made after July 31, 2003 by Loan Parties the Borrower or any domestic Consolidated Subsidiary of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing DateForeign Subsidiary) shall not exceed $7,500,000 100,000,000. To the extent that a particular Investment is of the type contemplated by both clause (or c)(i) and clause (c)(ii) of this Section 7.4, it must comply with both such greater amount agreed to clauses.
(iii) Any Investments made by the Administrative Agent) at Borrower in any time outstanding;
(ii) (x) Subsidiary in the South Bay Guaranty form of loans shall be permitted only if otherwise permitted hereunder and are evidenced by an Intercompany Note. Any Investments in the form of loans may be forgiven by the payee thereof, in whole or in part, or otherwise converted by the payee, in whole or in part, into equity Investments so long as (y) immediately before and immediately after giving effect to the forgiveness or conversion of such loans, no Event of Default shall have occurred and be continuing and (z) the Borrower shall otherwise be in compliance with the limitations on Investments set forth in this Section 7.4 after giving effect to such forgiveness or conversion.
(iv) The term "Aggregate Net Amount" shall mean the sum of the following with respect to each Subsidiary: (a) with respect to equity Investments, if applicable, the amount of the equity Investment in such Subsidiary made after July 31, 2003 (determined at book value as of the date such Investment is made) less the amount of any cash dividends or other cash distributions made by a such Subsidiary after July 31, 2003 to the Borrower or a Restricted other Subsidiary, as applicable, in respect of the equity interests of such Subsidiary in or to plus (without duplication) the Unrestricted Subsidiary so long as the aggregate amount of any loans to such Subsidiary which are forgiven or otherwise converted into equity; (b) with respect to Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted form of loans, if applicable, the principal amount advanced to such Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (after July 31, 2003 less the “South Bay Investment”);
(e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all principal payments made by such Subsidiary after July 31, 2003 in respect of such loans and advances does not exceed $1,000,000 at any time;
less (fwithout duplication) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization amount of any Person such loans to such Subsidiary which are forgiven or otherwise converted into equity; and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure (c) with respect to debt Investments in the form of guarantees of Indebtedness of such Subsidiary, the face amount of the guaranties made after July 31, 2003, less the face amount of any secured Investment guaranties that expire or other transfer of title with respect are cancelled (to the extent not drawn upon) after July 31, 2003 (if any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6guaranty is drawn upon, then, to the extent permitted by Section 7.1(iof such drawing, it shall be considered a debt Investment);
(j) . To the extent Investments consisting of Liensare made in a Subsidiary through indirect Investments through other Subsidiaries, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees the calculation of the obligations Aggregate Net Amount of others so long as such Investments shall not be done in a duplicative manner; provided, that any Investments in Foreign Subsidiaries must at all times comply with the limitations set forth in clause (ii) above. Notwithstanding the foregoing, to the extent that either (i) the amount of cash dividends or other cash distributions exceeds the amount of equity Investments otherwise made in such Guarantees do Subsidiary or (ii) the principal amount of debt repaid by such Subsidiary exceeds the principal amount advanced to such Subsidiary, then, in either case, such excess shall not constitute Guarantees be applied to reduce the Aggregate Net Amount of Indebtedness for borrowed money Investment related to any other Subsidiary. In calculating the Aggregate Net Amount of Investments in any Subsidiary, there will be excluded from such calculation (i) any amount that is contributed from the proceeds of equity issuances of the Borrower consummated after July 31, 2003 and (ii) such Guarantees are entered into the contribution to any Subsidiary of capital stock of the Borrower held in treasury on the ordinary course Execution Date or any contributions to any Subsidiary of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in the proceeds from any Fiscal Yeartransfer thereof by the Borrower or any Subsidiary.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger amalgamation with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such mergeramalgamation), any Capital Stockcapital stock, evidence of indebtedness Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances toto (including intercompany loans or advances), Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"INVESTMENTS"), or consummate any Acquisitions or make any Restricted Investments”), except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted InvestmentsGuarantees or Indebtedness permitted by Section 7.1;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed Investments made by any Subsidiary of the Borrower in or to any Loan Party shall be subject to the limitation set forth in clause (d) hereofParty;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties form of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or Guarantor owing to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)Borrower;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Subsidiary of its Subsidiaries either (i) in the ordinary course of business for travel, relocation and other business related expenses or (ii) for purposes of retention or bonuses which, in the case of both clause (i) and advances of payroll payments; provided(ii) immediately above, however, that the do not to exceed an aggregate amount of all U.S.$500,000 (determined without regard to any write-downs, write-offs or forgiveness of the principal amount of any such loans and advances does not exceed $1,000,000 at loans) in any timefiscal year;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions Obligations permitted by Section 7.10;
(hg) Investments (other than Permitted AcquisitionsInvestments) existing on the Closing Date and set forth on Schedule 7.4 (including Investments in Consolidated Subsidiaries); provided, that, with respect to any Investment set forth on Schedule 7.4 in or to a Subsidiary that is not a Guarantor, such Investment may not be increased;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(jh) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments Borrower's Subsidiaries that are organized in Canada, Australia or the United Kingdom in an aggregate amount not to exceed $2,500,000 U.S.$2,000,000 in any Fiscal Yearfiscal year of the Borrower; provided, that, if, in any fiscal year of the Borrower, the Borrower sells Space & Technology / Montreal, such Investments under this clause (h) may be in an aggregate amount not to exceed U.S.$10,000,000 in such fiscal year and any fiscal year thereafter; and
(i) other Investments (other than Investments in the Borrower's Subsidiaries that are organized in Canada) which in the aggregate do not exceed U.S.$2,500,000 in any fiscal year of the Borrower. Notwithstanding the foregoing, no Investment shall be made, directly or indirectly, by the Borrower or any of its Subsidiaries in the Dormant Company.
Appears in 1 contract
Samples: Canadian Revolving Credit Agreement (Ems Technologies Inc)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”, which term shall include all Restricted Investments but shall exclude all Acquisitions and shall exclude the rendition of services and provision of property or any charge therefor), or consummate any Acquisitions, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Consolidated Subsidiaries that are not Subsidiary Loan Parties or any other entity that is Guaranteed by the Borrower or any Loan Party other Consolidated Subsidiary shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(c) Investments by (i) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary its domestic Consolidated Subsidiaries; (ii) the Borrower and by any Restricted Subsidiary its domestic Consolidated Subsidiaries in all Foreign Subsidiaries and (iii) all Foreign Subsidiaries in all domestic Consolidated Subsidiaries and in the Borrower, all to the Borrowers or in or to another Restricted Subsidiary; extent existing on March 31, 2004 and identified on Schedule 4.16 hereof (provided, however, that the aggregate amount of where offsetting Investments by Loan Parties in or toexist between any two Persons, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees between such Persons existing on the Closing DateMarch 31, 2004 shall be deemed permitted under this Section 7.4(c) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or even though Schedule 4.16 gives effect to the Unrestricted Subsidiary so long as the aggregate amount netting of such Investments between those Persons by the Borrowers or any Restricted Subsidiary disclosing only a single investment by one Person in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”other Person);
(ed) (i) Investments (other than Investments in Consolidated Subsidiaries in the form of loans and Investments resulting from the Capital Management Subsidiary Transfer) made after March 31, 2004 by the Borrower and its Consolidated Subsidiaries in all Consolidated Subsidiaries (domestic or foreign) and all Restricted Investments (whether in the form of loans or advances to employees, officers or directors of the Borrowers or equity) made at any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll paymentstime; provided, however, that the aggregate amount Aggregate Net Amount (defined below) of all such loans Investments and advances does Restricted Investments, without duplication, shall not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year200,000,000.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:
(a) Investments (other than Permitted InvestmentsCash Equivalents) existing on the date hereof and set forth on Schedule 7.4 8.4 (including Investments in Subsidiaries);
(b) Permitted Investments;Cash Equivalents; #4827-9295-4127 #PageNum#
(c) Guarantees constituting Indebtedness permitted by Section 7.18.1; provided, provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, provided that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of of, any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date, and which solely for purposes of this Section 8.4(d) shall include South Bay) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative AgentAgent on behalf of the Lenders) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”);
(e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, provided however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.108.10;
(h) Permitted Acquisitions;
(i) Customary customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.68.6, to the extent permitted by Section 7.1(i8.l(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.18.1, Section 7.28.2, Section 7.3 8.3 and Section 7.68.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and;
(l) other Investments in an aggregate amount not to exceed $2,500,000 5,000,000 in any Fiscal Year; and
(m) Investments made by any Regulated Insurance Company in the form of loans or advances to customers in the ordinary course of business.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers will Borrower shall not, and will shall not permit any of their Restricted its Subsidiaries to, purchase, hold directly or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofindirectly, make or permit to exist any loans or advances to, Guarantee any obligations of, Investment or make or any Acquisition, except that the Borrower and its Subsidiaries may permit to exist any investment and, so long as no Default or any other interest inEvent of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may make, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), exceptfollowing Investments and Acquisitions:
(a) Investments by the Borrower in its direct or indirect wholly-owned Subsidiaries or the creation by the Borrower of new direct or indirect wholly-owned Subsidiaries, subject to the provisions of Section 7.27 (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Certain Obligations Respecting Subsidiaries);
(b) Permitted InvestmentsInvestments by a direct or indirect Subsidiary of the Borrower in a Person that is a direct or indirect wholly-owned Subsidiary of the Borrower or the creation by any direct or indirect wholly-owned Subsidiary of the Borrower of a Person that is a direct or indirect wholly-owned Subsidiary of the Borrower, subject to the provisions of Section 7.27 (Certain Obligations Respecting Subsidiaries);
(c) Guarantees constituting Indebtedness Investments under Interest Rate Protection Agreements permitted by Section 7.1; provided, that the aggregate principal amount clause (a) of Subsection 7.1.1 (Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause — In General);
(d) hereofthe existing loans, advances and investments described on Schedule 7.3;
(e) Investments in (i) Investments made marketable direct obligations issued or unconditionally guaranteed by the Borrowers in United States of America or to any Restricted Subsidiary agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (ii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (iii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by any Restricted Subsidiary to commercial banks incorporated under the Borrowers laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or in or to another Restricted Subsidiarybetter by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) deposit shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iiiv) time deposits maturing no more than thirty (x30) days from the South Bay Guaranty date of creation thereof with commercial banks or savings banks or savings and (y) Investments made by a Borrower loan associations each having membership either in the FDIC or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount deposits of Investments which are insured by the Borrowers or any Restricted Subsidiary FDIC and in amounts not exceeding the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”);
(e) loans or advances to employees, officers or directors maximum amounts of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timeinsurance thereunder;
(f) Investments Acquisitions of assets in like-kind exchanges under Section 1031 of the Code made from the proceeds of dispositions permitted by clause (including debt obligations e) of Subsection 7.7.2 (Sales and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentOther Dispositions);
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(h) Loans or advances from a Subsidiary of the Borrower to the Borrower;
(i) Customary and reasonable indemnity obligations entered into Investments in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);Joint Ventures; and
(j) Investments consisting by the Borrower or any of Liens, Indebtedness, fundamental changes its direct or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of indirect wholly-owned Subsidiaries in Rock Solid Insurance with the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount of such Investment not to exceed $2,500,000 2,000,000. For the sake of clarity, Investments referenced in this paragraph (j) shall include any Fiscal Yearletter of credit agreement that is issued for the account of the Borrower or any Subsidiary where Rock Solid Insurance is the beneficiary of such letter of credit.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Subsidiaries to, either (i) purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"Investments”"), or (ii) consummate any Acquisition, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries set forth on Schedule 7.4);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary or any Minority Investment and by any Restricted Subsidiary in or to the Borrowers Borrower or in or to another Restricted SubsidiarySubsidiary or Minority Investment; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary or Minority Investment that is not a Subsidiary Loan Party (including excluding all such Investments and Guarantees existing on the Closing DateDate described in Schedule 7.4) shall not exceed $7,500,000 (or at the time of any such greater amount agreed to by investment, 10% of the Administrative Agent) Consolidated Net Worth at any time outstanding;
(ii) (x) end of the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)immediately preceding fiscal quarter;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timebusiness;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentHedging Agreements permitted by Section 7.9;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(ih) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition Investments which are received by the Borrower or any Subsidiary in consideration of any sale or other disposition of assets permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(jSections 7.6(c) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of businessd); and
(li) other Investments in Permitted Securitization Subsidiaries pursuant to any Permitted Securitization Transaction. In calculating the amount of an aggregate Investment under Section 7.4(d), the amount not of an Investment shall be deemed to exceed $2,500,000 in be the amount of the Investment as of the date the Borrower or any Fiscal YearSubsidiary acquires or makes such Investment.
Appears in 1 contract
Samples: Credit Agreement (Harland John H Co)
Investments, Loans, Acquisitions, Etc. The Borrowers will Borrower shall not, and will shall not permit any of their Restricted Subsidiaries the Guarantors to, purchase, hold directly or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofindirectly, make or permit to exist any loans or advances to, Guarantee any obligations of, Investment or make or any Acquisition, except that the Borrower and the Guarantors may permit to exist any investment and, so long as no Default or any other interest inEvent of Default then exists or would be caused thereby, the Borrower and the Guarantors may make, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “following Investments”), except:
(ai) Investments by the Borrower or Guarantors in the Borrower or Guarantors or (other than Permitted Investmentsii) existing on the date hereof and set forth on Schedule 7.4 (including any Investments in Subsidiaries)direct or indirect wholly-owned Subsidiaries of the Borrower or Guarantors that become Guarantors;
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(i) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”);
(e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary Swap Agreements entered into in the ordinary course of business for travelthe purpose of minimising risk and not for speculative purposes;
(c) Investments in marketable, relocation direct obligations of the United States of America, its agencies and related expenses instrumentalities maturing within 365 days of the date of purchase;
(d) Investments in commercial paper issued by corporations, each of which shall have a net worth of at least USD 100,000,000 and advances each of payroll payments; providedwhich conducts a substantial part of its business in the United States of America, howevermaturing within 270 days from the date of the original issue thereof, and which at the time of Acquisition has the highest rating by Xxxxx’x Investors Service, Inc. or Standard and Poor’s Corporation;
(e) Investments in bankers’ acceptances, and certificates of deposit maturing within 365 days of the date of purchase that are issued by, or time deposits maintained with, a commercial bank organized under the aggregate amount laws of all the United States of America or any state thereof or any country that is a member of the Organization of Economic Cooperation and Development or a political subdivision of any such loans country, having capital, surplus and advances does not exceed $1,000,000 at any timeundivided profits totaling more than USD 100,000,000 and that have the highest rating by Xxxxx’x Investors Service, Inc. or Standard and Poor’s Corporation;
(f) Permitted Acquisitions;
(g) Other Investments up to USD 5,000,000;
(including debt obligations and equity interestsh) Investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended;
(i) Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations reorganisation of, or other settlement of delinquent accounts and disputes with, customers and suppliers, in each case, in the ordinary course of business;
(j) trade credit extended on usual and customary terms in the ordinary course of business;
(k) loans to shareholders, directors or officers in an aggregate amount for all such loans not to exceed USD 500,000 at any Person arising one time outstanding; and
(l) advances to employees to meet expenses incurred by such employees in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount or all such advances not to exceed $2,500,000 in USD 500,000 at any Fiscal Yearone time outstanding.
Appears in 1 contract
Samples: Revolving Facility Agreement (Vishay Precision Group, Inc.)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called "Investments"), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)unit, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(id) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary (including intercompany Indebtedness) and by any Restricted Subsidiary to the Borrowers Borrower or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”intercompany Indebtedness);
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timeexpenses;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentHedging Agreements permitted by Section 7.9;
(g) Hedging Transactions permitted Investments constituting an acquisition of assets or shares of another Person, if (i) the Borrower is in pro-forma compliance with the financial covenants of Article VI following such acquisition; (ii) the acquisition is the same or a similar line of Business as now conducted by Section 7.10;the Borrower and its Subsidiaries; (iii) after giving effect to such acquisition, no Default or Event of Default shall exist; and (iv) the acquired assets or shares are owned by Borrower or a Subsidiary; and
(h) Permitted Acquisitions;
Investments other than those described in subsections (ia) Customary and reasonable indemnity obligations entered into through (g) above which in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees aggregate do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year25,000,000 during the term of this Agreement.
Appears in 1 contract
Investments, Loans, Acquisitions, Etc. The Borrowers will Borrower shall not, and will shall not permit any of their its Restricted Subsidiaries to, purchase, hold directly or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofindirectly, make or permit to exist any loans Investment or advances tomake any Acquisition, Guarantee any obligations of, or except that the Borrower and its Restricted Subsidiaries may make or permit to exist any investment or any other interest inexist, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), exceptfollowing Investments and Acquisitions:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(i) Investments made Acquisitions by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in a Person that is in the Unrestricted Subsidiary under same line of business of the Borrower and which Investment or Acquisition is not a Permitted Investment (collectively, “Restricted Investments”), which at the time of and after giving effect to the proposed Restricted Investment, together with any Restricted Payments made pursuant to clause (a) of Section 8.4 (Restricted Payments) and all other Investments and Acquisitions made pursuant to this clause (y) shall a), on or prior to such date, does not exceed $8,000,000 at any time outstanding the sum (the “South Bay Investment”);without duplication) of:
(ei) 50% of Net Income (or if Net Income shall be a deficit, minus 100% of such deficit) accrued on a cumulative basis since the Closing Date, plus
(ii) 100% of the aggregate net proceeds received by the Borrower from the issuance and sale of Capital Stock (other than to a Restricted Subsidiary) that shall occur on or after the Closing Date, plus
(iii) an amount equal to the sum of (A) the net reduction in Restricted Investments, subsequent to the Closing Date, in any Person, resulting from payments of interest on Indebtedness, dividends, distributions, repurchases, redemptions, repayments of loans or advances advances, proceeds realized on the sale of such Restricted Investment and proceeds representing a return of capital (but only to employeesthe extent such interest, officers dividends, distributions, repurchases, redemption, repayments or directors proceeds are not included in the calculation of Net Income), in each case to the Borrowers Borrower or any Restricted Subsidiary from any Person (including, without limitation, from Unrestricted Subsidiaries); plus (B) the portion (proportionate to the equity interest of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary) of the ordinary course fair market value of business for travelthe net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount determined in the case of (A) or (B) above shall not exceed, in the case of any such Person, the amount of all Investments and Acquisitions (excluding Permitted Investments) previously made by the Borrower or any Restricted Subsidiary of the Borrower in such loans Person or Unrestricted Subsidiary, as the case may be; provided, that no such Investment or Acquisition shall be made under this paragraph (a) of Subsection 8.3 (Investments, Loans, Acquisitions, Etc.) if (x) as of the date of the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (or, if shorter, the period beginning on the Closing Date and advances does not exceed ending on the aforementioned date) is less than $1,000,000 at 75,000,000, (y) a Default or Event of Default is then existing or will exist after giving effect to the proposed Investment, or (z) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters after giving pro forma effect to the proposed Investment is less than 1.1:1.0;
(b) Investments and Acquisitions in existence on the Closing Date and listed on Schedule 8.3(b);
(c) Investments and Acquisitions required pursuant to any timeagreement or obligation of the Borrower or a Restricted Subsidiary, in effect on the Closing Date, to make such Investments and listed on Schedule 8.3(c);
(d) Cash Equivalents;
(e) [RESERVED;]
(f) Investments (including debt obligations and equity interests) received by the Borrower or by any of its Restricted Subsidiaries that are Guarantors in connection with the bankruptcy any Restricted Subsidiary that is a Guarantor or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentBorrower;
(g) Hedging Transactions permitted Investments and Acquisitions by the Borrower or any Restricted Subsidiary in a Person in the same or related line of business, if, as a result of such Investment or Acquisition, (i) such Person becomes a Restricted Subsidiary and a Guarantor in accordance with the provisions of Section 7.108.24 (Certain Obligations Respecting Subsidiaries), or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, the Borrower or a Restricted Subsidiary that is a Guarantor; provided, that (x) that no Default or Event of Default is then existing or will exist after giving effect to the proposed Investment, (y) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters is at least 1.1:1.0, and (z) as of the date of the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (or, if shorter, the period beginning on the Closing Date and ending on the aforementioned date) is at least $75,000,000;
(h) Permitted AcquisitionsHedging Obligations permitted pursuant to Section 8.1 (Indebtedness);
(i) Customary Non-cash consideration received in conjunction with an asset sale that is otherwise permitted under Section 8.7.2 (Sales and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(iOther Dispositions);
(j) Investments consisting received in settlement of Liens, Indebtedness, fundamental changes obligations owed to the Borrower or dispositions otherwise expressly permitted any Restricted Subsidiary by Section 7.1, Section 7.2, Section 7.3 and Section 7.6unrelated Person and as a result of bankruptcy or insolvency proceedings of such Person or a foreclosure or enforcement of a Lien in favor of the Borrower or a Restricted Subsidiary;
(k) Investments consisting and Acquisitions by the Borrower or any Restricted Subsidiary (other than in an Affiliate that is not a joint venture or an Unrestricted Subsidiary) in the same line or similar business not otherwise permitted under this Section 8.3, in an aggregate amount which together with the net amount of Guarantees all other Investments and Acquisitions then outstanding pursuant to this clause (k) does not exceed $30,000,000; provided, that (w) no Default or Event of Default shall have then occurred and be continuing or be created thereby, (x) such Investment or Acquisition is permitted under the Indentures, (y) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters is at least 1.1:1.0, and (z) as of the obligations date of others so long as the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (ior, if shorter, the period beginning on the Closing Date and ending on the aforementioned date) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; andis at least $75,000,000;
(l) other Investments Loans and advances (including for travel and relocation) to employees in an aggregate amount not to exceed $2,500,000 in the aggregate at any Fiscal Yearone time outstanding;
(m) any Investment consisting of a Guaranty permitted under Section 8.1 (Indebtedness); and
(n) any Investment in Rock Solid Insurance or any other Person formed by the Borrower or by the Borrower and other Persons for the purpose of, and to the extent necessary or, in the good faith determination of the Board of Directors of the Borrower, desirable to fund self-insurance obligations in the ordinary course of business or consistent with the Borrower’s past practice provided, however, the Loan Parties shall make no Investment in Rock Solid Insurance in excess of the amount that is required by applicable Law to fund such self-insurance obligations if there is a Default or Event of Default then in existence or caused thereby; provided, however, the Loan Parties shall not make, or allow to exist, Investments or Acquisitions pursuant to this Section 8.3 if they are prohibited by the Indentures. Premiums paid to Rock Solid Insurance by a Loan Party on terms that are no less favorable to the Loan Party than would paid in connection with an arm’s length transaction to an unaffiliated insurance company are not Investments within the meaning of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Investments, Loans, Acquisitions, Etc. The Borrowers Borrower will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”, which term shall include all Restricted Investments but shall exclude all Acquisitions and shall exclude the rendition of services and provision of property or any charge therefor), or consummate any Acquisitions, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.16.1; provided, that the aggregate principal amount of Indebtedness of Restricted Consolidated Subsidiaries that are not Subsidiary Loan Parties or any other entity that is Guaranteed by the Borrower or any Loan Party other Consolidated Subsidiary shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(c) Investments by (i) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary its domestic Consolidated Subsidiaries; (ii) the Borrower and by any Restricted Subsidiary its domestic Consolidated Subsidiaries in all Foreign Subsidiaries and (iii) all Foreign Subsidiaries in all domestic Consolidated Subsidiaries and in the Borrower, all to the Borrowers or in or to another Restricted Subsidiary; extent existing on March 31, 2004 and identified on Schedule 4.16 hereof (provided, however, that the aggregate amount of where offsetting Investments by Loan Parties in or toexist between any two Persons, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees between such Persons existing on the Closing DateMarch 31, 2004 shall be deemed permitted under this Section 6.4(c) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or even though Schedule 4.16 gives effect to the Unrestricted Subsidiary so long as the aggregate amount netting of such Investments between those Persons by the Borrowers or any Restricted Subsidiary disclosing only a single investment by one Person in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”other Person);
(ed) (i) Investments (other than Investments in Consolidated Subsidiaries in the form of loans and Investments resulting from the Capital Management Subsidiary Transfer) made after March 31, 2004 by the Borrower and its Consolidated Subsidiaries in all Consolidated Subsidiaries (domestic or foreign) and all Restricted Investments (whether in the form of loans or advances to employees, officers or directors of the Borrowers or equity) made at any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll paymentstime; provided, however, that the aggregate amount Aggregate Net Amount (defined below) of all such loans Investments and advances does Restricted Investments, without duplication, shall not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year200,000,000.
Appears in 1 contract
Samples: Term Loan Agreement (Fidelity National Information Services, Inc.)
Investments, Loans, Acquisitions, Etc. The Borrowers will Borrower shall not, and will shall not permit any of their Restricted its Subsidiaries to, purchase, hold directly or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofindirectly, make or permit to exist any loans or advances to, Guarantee any obligations of, Investment or make or any Acquisition, except that the Borrower and its Subsidiaries may permit to exist any investment and, so long as no Default or any other interest inEvent of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may make, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), exceptfollowing:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries)Acquisitions;
(b) Permitted Investments;Subject to Section 8.29 (Reset Provision), Investments by the Borrower or any Subsidiary Guarantors in Foreign Subsidiaries in an aggregate amount at any time outstanding not to exceed Twenty Million Dollars ($20,000,000) for capital expansion or working capital purposes; provided, that, to the extent that Borrower or any Subsidiary provides a Guarantee pursuant to clause (o) of Section 8.1.1 (Indebtedness; General) of Foreign Subsidiary Indebtedness incurred pursuant to Subsection 8.1.1(l) (Indebtedness; General), the above dollar amount provided for in this clause (b) shall be reduced dollar-for-dollar by an amount equal to such Guaranteed Indebtedness and provided further that after giving pro forma effect to the proposed Investment, the Specified Restricted Use Conditions are satisfied.
(c) Guarantees constituting Indebtedness permitted Investments by Section 7.1; providedthe Borrower or any Subsidiary Guarantors in Subsidiary Guarantors, that the aggregate principal amount creation by the Borrower or any Subsidiary Guarantor of Indebtedness of Restricted new direct or indirect wholly-owned Subsidiaries that are not become Subsidiary Loan Parties that is Guaranteed by Guarantors, and loans or advances from any Loan Party shall be subject Subsidiary Guarantor to the limitation set forth in clause Borrower;
(d) hereof;
(i) Investments made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties Foreign Subsidiaries in other Foreign Subsidiaries or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made creation by a Borrower or a Restricted Foreign Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)additional Foreign Subsidiaries;
(e) loans Subject to Section 8.29 (Reset Provision), Investments in an aggregate amount at any time outstanding not to exceed One Hundred Million Dollars ($100,000,000), (excluding operating expenses that are written off in the ordinary course of business) so long as after giving pro forma effect to the proposed Investment the Specified Restricted Use Conditions are satisfied;
(f) Investments in Interest Rate Protection Agreements consistent with the terms of this Agreement or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary other Swap Agreements entered into in the ordinary course of business for travel, relocation the purpose of minimizing risk and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investmentfor speculative purposes;
(g) Hedging Transactions permitted by Section 7.10Investments in Cash Equivalents;
(h) Investments in connection with a Permitted AcquisitionsStock Repurchase under Subsection 8.4.3 (Permitted Stock Repurchases);
(i) Customary and reasonable indemnity obligations Investments in Ventures that are contributed to or rolled over into new or additional joint ventures entered into with third parties (which become Ventures), provided that any additional cash or other contributions by a Loan Party in connection with any Permitted Acquisition or any disposition to such new or additional joint venture shall be permitted by Section 7.6, only to the extent otherwise permitted by other applicable clauses of this Section 7.1(i)8.3;
(j) Investments consisting contemplated by clauses (g) and (h) of LiensSubsection 8.7.2 (Sales and Other Dispositions), Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;subject to the requirements specified therein; and
(k) other Investments consisting existing on the Closing Date and listed on Schedule 8.3 hereto. For the purposes of Guarantees this Section 8.3 (Investments, Loans, Acquisitions, Etc.), the “amount” of any loan, advance, extension of credit or investment made by any Person or Persons (collectively, the obligations “Investor”) in any other Person or Persons (collectively, the “Recipient”) shall be:
(1) with respect to any loans, advances or extensions of others so long as (i) such Guarantees do not constitute Guarantees credit made by any Investor to or in any Recipient, an amount equal to the principal amount of Indebtedness for borrowed money loans, advances and (ii) such Guarantees are entered into in extensions of credit made to the ordinary course of businessRecipient, directly or indirectly, by the Investor; and
(l2) other Investments in an aggregate amount not with respect to exceed $2,500,000 any equity investment made by any Investor in any Fiscal YearRecipient, the amount of capital contributions made in the Recipient, directly or indirectly, by the Investor or the purchase price paid to the Recipient by any Investor in respect of any Capital Stock of the Recipient issued by the Recipient to the Investor. Notwithstanding the foregoing, for purposes of clause (e) only, the “amount” of any loan, advance, extension of credit or investment made by any Person or Persons (collectively, the “Investor”) in any other Person or Persons (collectively, the “Recipient”) shall be:
(1) with respect to any loan, advance or extension of credit made by any Investor to or in any Recipient, an amount equal to the principal amount of such loan, advance or extensions of credit made to the Recipient, directly or indirectly, by the Investor less the amount of any repayment or prepayment of such principal amount; and
(2) with respect to any equity investment made by any Investor in any Recipient, the amount of any capital contribution made in the Recipient, directly or indirectly, by the Investor or the purchase price paid to the Recipient by any Investor in respect of any Capital Stock of the Recipient issued by the Recipient to the Investor less the amount of any dividend or stock repurchase received on account of any such equity investment.
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Investments, Loans, Acquisitions, Etc. The Borrowers will Borrower shall not, and will shall not permit any of their its Restricted Subsidiaries to, purchase, hold directly or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofindirectly, make or permit to exist any loans Investment or advances tomake any Acquisition, Guarantee any obligations of, or except that the Borrower and its Restricted Subsidiaries may make or permit to exist any investment or any other interest inexist, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), exceptfollowing Investments and Acquisitions:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) hereof;
(i) Investments made Acquisitions by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding;
(ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in a Person that is in the Unrestricted Subsidiary under same line of business of the Borrower and which Investment or Acquisition is not a Permitted Investment (collectively, “Restricted Investments”), which at the time of and after giving effect to the proposed Restricted Investment, together with any Restricted Payments made pursuant to clause (a) of Section 8.4 (Restricted Payments) and all other Investments and Acquisitions made pursuant to this clause (y) shall a), on or prior to such date, does not exceed $8,000,000 at any time outstanding the sum (the “South Bay Investment”);without duplication) of:
(ei) 50% of Net Income (or if Net Income shall be a deficit, minus 100% of such deficit) accrued on a cumulative basis since the Closing Date, plus
(ii) 100% of the aggregate net proceeds received by the Borrower from the issuance and sale of Capital Stock (other than to a Restricted Subsidiary) that shall occur on or after the Closing Date, plus
(iii) an amount equal to the sum of (A) the net reduction in Restricted Investments, subsequent to the Closing Date, in any Person, resulting from payments of interest on Indebtedness, dividends, distributions, repurchases, redemptions, repayments of loans or advances advances, proceeds realized on the sale of such Restricted Investment and proceeds representing a return of capital (but only to employeesthe extent such interest, officers dividends, distributions, repurchases, redemption, repayments or directors proceeds are not included in the calculation of Net Income), in each case to the Borrowers Borrower or any Restricted Subsidiary from any Person (including, without limitation, from Unrestricted Subsidiaries); plus (B) the portion (proportionate to the equity interest of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary) of the ordinary course fair market value of business for travelthe net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount determined in the case of (A) or (B) above shall not exceed, in the case of any such Person, the amount of all Investments and Acquisitions (excluding Permitted Investments) previously made by the Borrower or any Restricted Subsidiary of the Borrower in such loans Person or Unrestricted Subsidiary, as the case may be; provided, that no such Investment or Acquisition shall be made under this paragraph (a) of Subsection 8.3 (Investments, Loans, Acquisitions, Etc.) if (x) as of the date of the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (or, if shorter, the period beginning on the Closing Date and advances does not exceed ending on the aforementioned date) is less than $1,000,000 at 75,000,000, (y) a Default or Event of Default is then existing or will exist after giving effect to the proposed Investment, or (z) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters after giving pro forma effect to the proposed Investment is less than 1.1:1.0;
(b) Investments and Acquisitions in existence on the Closing Date and listed on Schedule 8.3(b);
(c) Investments and Acquisitions required pursuant to any timeagreement or obligation of the Borrower or a Restricted Subsidiary, in effect on the Closing Date, to make such Investments and listed on Schedule 8.3(c);
(d) Cash Equivalents;
(e) [Reserved;]
(f) Investments (including debt obligations and equity interests) received by the Borrower or by any of its Restricted Subsidiaries that are Guarantors in connection with the bankruptcy any Restricted Subsidiary that is a Guarantor or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentBorrower;
(g) Hedging Transactions permitted Investments and Acquisitions by the Borrower or any Restricted Subsidiary in a Person in the same or related line of business, if, as a result of such Investment or Acquisition, (i) such Person becomes a Restricted Subsidiary and a Guarantor in accordance with the provisions of Section 7.108.24 (Certain Obligations Respecting Subsidiaries), or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, the Borrower or a Restricted Subsidiary that is a Guarantor; provided, that (x) that no Default or Event of Default is then existing or will exist after giving effect to the proposed Investment, (y) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters is at least 1.1:1.0, and (z) as of the date of the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (or, if shorter, the period beginning on the Closing Date and ending on the aforementioned date) is at least $75,000,000;
(h) Permitted AcquisitionsHedging Obligations permitted pursuant to Section 8.1 (Indebtedness);
(i) Customary Non-cash consideration received in conjunction with an asset sale that is otherwise permitted under Section 8.7.2 (Sales and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(iOther Dispositions);
(j) Investments consisting received in settlement of Liens, Indebtedness, fundamental changes obligations owed to the Borrower or dispositions otherwise expressly permitted any Restricted Subsidiary by Section 7.1, Section 7.2, Section 7.3 and Section 7.6unrelated Person and as a result of bankruptcy or insolvency proceedings of such Person or a foreclosure or enforcement of a Lien in favor of the Borrower or a Restricted Subsidiary;
(k) Investments consisting and Acquisitions by the Borrower or any Restricted Subsidiary (other than in an Affiliate that is not a joint venture or an Unrestricted Subsidiary) in the same line or similar business not otherwise permitted under this Section 8.3, in an aggregate amount which together with the net amount of Guarantees all other Investments and Acquisitions then outstanding pursuant to this clause (k) does not exceed $30,000,000; provided, that (w) no Default or Event of Default shall have then occurred and be continuing or be created thereby, (x) such Investment or Acquisition is permitted under the Indentures, (y) the Fixed Charge Coverage Ratio for the four most recently ended fiscal quarters is at least 1.1:1.0, and (z) as of the obligations date of others so long as the proposed Acquisition or Investment, the average Excess Availability for the 180 day period ending on such date (ior, if shorter, the period beginning on the Closing Date and ending on the aforementioned date) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; andis at least $75,000,000;
(l) other Investments Loans and advances (including for travel and relocation) to employees in an aggregate amount not to exceed $2,500,000 in the aggregate at any Fiscal Yearone time outstanding;
(m) any Investment consisting of a Guaranty permitted under Section 8.1 (Indebtedness); and
(n) any Investment in Rock Solid Insurance or any other Person formed by the Borrower or by the Borrower and other Persons for the purpose of, and to the extent necessary or, in the good faith determination of the Board of Directors of the Borrower, desirable to fund self-insurance obligations in the ordinary course of business or consistent with the Borrower’s past practice provided, however, the Loan Parties shall make no Investment in Rock Solid Insurance in excess of the amount that is required by applicable Law to fund such self-insurance obligations if there is a Default or Event of Default then in existence or caused thereby; provided, however, the Loan Parties shall not make, or allow to exist, Investments or Acquisitions pursuant to this Section 8.3 if they are prohibited by the Indentures. Premiums paid to Rock Solid Insurance by a Loan Party on terms that are no less favorable to the Loan Party than would be paid in connection with an arm’s length transaction to an unaffiliated insurance company are not Investments within the meaning of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Investments, Loans, Acquisitions, Etc. The Borrowers will not, and will not permit any of their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcapital stock, evidence of indebtedness Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances toto (including intercompany loans or advances), Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"INVESTMENTS"), or consummate any Acquisitions or make any Restricted Investments”), except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation limitations set forth in clause (d) hereof, as applicable;
(ic) Investments made by any Consolidated Subsidiary (other than a Dormant Company) in or to any Loan Party (other than a Dormant Company);
(d) Investments made by the Borrowers in or to the form of Indebtedness of any Restricted Consolidated Subsidiary and by any Restricted Subsidiary owing to the Borrowers (or in or to another Restricted either of them) and Guarantees by the Borrowers of Indebtedness of any Consolidated Subsidiary; provided, that (i) the aggregate amount of (A) Investments (determined at book value without giving effect to any consolidation of accounts) by Loan Parties the Borrowers in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Consolidated Subsidiary that is not a Subsidiary Loan Party (including all excluding Investments existing on the Funding Date and which are identified on Schedule 7.4 hereto) and (B) Guarantees (determined in accordance with the definition thereof without giving effect to any consolidation of accounts) by the Borrowers of Indebtedness of any Consolidated Subsidiary that is not a Subsidiary Loan Party (excluding such Investments and Guarantees existing on the Closing DateFunding Date which are identified on Schedule 7.4 hereto) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at 15,000,000 in any time outstanding;
(ii) (x) the South Bay Guaranty period of 12 consecutive months and (y) Investments made by a Borrower or a Restricted Subsidiary not more than $45,000,000 in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by during the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”);
(e) loans or advances to employees, officers or directors of the Borrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year.Availability Period,
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Investments, Loans, Acquisitions, Etc. The Borrowers Borrower -------------------------------------- will not, and will not permit any of their Restricted its Consolidated Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a whollyWholly-owned Owned Subsidiary prior to such merger), any Capital Stockcommon stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “"Investments”"), or consummate any Acquisitions or make any Restricted Investments, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted not prohibited by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Restricted ----------- -------- Subsidiaries or any other entity that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation limitations set forth in clause clauses (c) and (d) hereof;
(ic) Investments made by the Borrowers Borrower in or to any Restricted Subsidiary and by any Restricted Consolidated Subsidiary in or to the Borrowers Borrower or in or to another Restricted any Subsidiary; provided, that the aggregate amount of Investments (determined at book value) by Loan Parties -------- the Borrower or any Consolidated Subsidiary in or to, and Guarantees by Loan Parties the Borrower or any Consolidated Subsidiary of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing DateFunding Date and which are identified on Schedule 7.4 hereof) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding368,900,000;
(iid) (x) the South Bay Guaranty and (y) Restricted Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as after giving effect to all Restricted Investments, the aggregate amount of all Restricted Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (ydetermined at book value) shall does not exceed $8,000,000 at any time outstanding (the “South Bay Investment”)20% of Consolidated Total Assets;
(e) loans or advances to employees, officers or directors of the Borrowers Borrower or any Restricted Consolidated Subsidiary in the ordinary course of business for travel, relocation and other business related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any timeexpenses;
(f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;Hedging Agreements permitted by Section 7.10; ------------
(g) Hedging Transactions permitted by Section 7.10;
(h) Permitted Acquisitions;
(i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i);
(j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by Section 7.1, Section 7.2, Section 7.3 and Section 7.6;
(k) Investments consisting of Guarantees of the obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in the ordinary course of business; and
(l) other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year.
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