Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than: (a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof; (b) investments in commercial paper rated either P-1 by Xxxxx'x Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within 270 days of the date of issuance thereof; (c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less; (d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above; (f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations; (g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service; (h) investments shown on the financial statements referred to in Section 5.2; (i) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary; (j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that: (i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries; (ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and (iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition; (k) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding; (l) investments, loans and advances by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at any one time outstanding; and (m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) loans and advances from any existing Subsidiary to the Borrower, from the Borrower to any existing Subsidiary and from any existing Subsidiary to any existing Subsidiary;
(b) acquisitions permitted by Section 8.8 hereof;
(c) investments in direct obligations certificates of deposit having a maturity of one year or less issued by any Lender or any United States commercial bank having capital and surplus of not less than $250,000,000, and investments in Eurodollar deposits with branches or offices located outside of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereofLenders;
(bd) investments in commercial paper rated either P-1 by Xxxxx'x Moodx'x Investors ServicesService, Inc. or A-1 by Standard & Poor's Corporation Ratings Group, a division of McGraw Hill Companies maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and marketable obligations for which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required United States is pledged for the payment repayment of principal and interest thereof; provided that such obligations are rated in either have a final maturity of no more than one year from the date acquired;
(f) repurchase, reverse repurchase agreements and security lending agreements collateralized by securities of the two top rating categories established by type described in subsection (e), provided that the national rating agencies for Borrower or Subsidiary, as the case may be, which is a party to such obligationsarrangement shall hold (individually or through an Administrative Agent) all securities relating thereto during the entire term of each such arrangement;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;
(k) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding;
(l) investments, loans and advances by existing on the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at any one time outstanding; anddate hereof and listed on Schedule 8.12;
(mh) loans and advances to employees of the Borrower or its Subsidiaries for reasonable travel, entertainment and relocation expenses in the ordinary course of business;
(i) shares of so-called "money market funds" registered under the Investment Company Act of 1940, provided as amended, organized and operating in the aggregate principal amount United States of all such America, having total net assets of $250,000,000 or more and investing primarily in securities of the character described in Sections 8.12(c), (d) and (e);
(j) advances, deposits, down payments and prepayments on account of firm purchase orders made in the ordinary course of business; and
(k) investments, loans and advances made by the Borrower's Subsidiaries shall not exceed otherwise permitted hereby aggregating not more than $500,000 at any timeone time outstanding.
Appears in 1 contract
Samples: Replacement Credit Agreement (Strategic Timber Trust Inc)
Investments, Loans, Advances and Acquisitions. The Each Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof;
(b) investments in commercial paper rated either P-1 by Xxxxx'x Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the any Borrower or to any Subsidiary toexcept Triad (so long as Triad is in existence), provided that after completion of the Spin-Off the aggregate outstanding amount of all such loans and advances to Subsidiaries that are not Guarantors or Borrowers shall not exceed $35,000,000 at any Subsidiarytime;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;.
(k) investments so long as Triad is in or existence, investments, loans and advances made by the Borrowers to Farmland MissChem Ltd. in connection with the Farmland MissChem Project Triad in an aggregate amount not exceeding to exceed (i) $100,000,000 12,500,000 at any one time outstanding;outstanding from and including the date hereof to and including December 31, 1997 and (ii) $5,000,000 in any fiscal year thereafter; and
(l) investments, loans and advances by the Borrower not otherwise permitted under this Section 7.11 7.10 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower Chemical at any one time outstanding; and
(m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit Neither the Company nor any Subsidiary to, will make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, Person or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations certificates of deposit having a maturity of one year or less issued by any of the United States Banks;
(b) investments, loans and advances in or to any existing wholly-owned Subsidiary, provided that the respective amounts thereof shall not exceed the amounts disclosed to the Banks in the August 31, 1998 financial statements referred to in Section 5.3 hereof;
(c) travel advances, entertainment and moving expenses and directors fees to officers, directors and employees of America the Company or any Subsidiary in the ordinary course of any agency or instrumentality thereof whose obligations constitute business;
(d) receivables arising in the ordinary course of the Company's and the Subsidiaries' businesses;
(e) full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year America and securities the payment of the date principal of issuance thereof;
(b) investments in commercial paper rated either P-1 and interest on is unconditionally guaranteed by Xxxxx'x Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital America; provided that all such obligations and surplus of not less than $500,000,000 which securities shall have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations acquisitions of a stateCranberry Businesses, a territory or a possession of the United Statesprovided, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in acquisition has the same effective written consent or a related line prior approval of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such the Person shall being acquired, and (ii) the Company grants to the Agent for the benefit of itself and the Banks a first priority lien (subject to Permitted Liens) on the assets of the Cranberry Business acquired excluding real property constituting a cranberry xxxxx and related fixtures (including cranberry vines that have given its prior effective written consent or approval of such acquisition; and
not been severed from the real property) and bog equipment (iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisitiona "Permitted Acquisition");
(k) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding;
(l) investments, loans and advances by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at any one time outstanding; and
(mg) loans and advances to employees Minot, and loans and advances to Wildhawk, Inc. in the ordinary course of business, provided the an aggregate principal amount outstanding at any time not to exceed Five Hundred Thousand Dollars ($500,000);
(h) investments in entities engaged in the Cranberry Business (other than a Permitted Acquisition which shall be governed by Section 7.13(f))) provided that the aggregate amount of all such loans and advances made by the Borrower's Subsidiaries shall investments outstanding at any one time does not exceed Five Million Dollars ($500,000 at any time5,000,000);
(i) investments in an amount not to exceed One Million Dollars ($1,000,000) in a Subsidiary or joint venture engaged in developing cranberry growing properties in the Republic of Ireland; and
(j) the acquisition of Potomac Foods of Virginia, Inc., a Virginia corporation engaged in the business of brokering juice concentrate and flavors ("PFVA"), pursuant to a merger of PFVA with and into the Acquisition Subsidiary (with the Acquisition Subsidiary as the surviving corporation in the merger), provided that (i) the aggregate cash consideration paid in such merger for PFVA does not exceed One Million Five Hundred Sixty Thousand Dollars ($1,560,000), and (ii) the Company grants to the Agent for the benefit of itself and the Banks a first priority lien (subject to Permitted Liens) on the assets of PFVA.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations obligations, capital contributions or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations certificates of deposit having a maturity of two years or less issued by any Bank and which are held by the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of Bank issuing the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereofsame;
(b) investments in commercial paper rated either P-1 P1 by Xxxxx'x Moody's Investors Services, Inc. or A-1 A1 by Standard & Pooranx Xxxx's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank loans or a branch located advances in the United States usual and ordinary course of business to officers, directors and employees for expenses (including moving expenses related to a foreign commercial bank in each case having capital and surplus transfer) incidental to carrying on the business of not less than $500,000,000 which have a maturity the Borrower or any Subsidiary of one year or lessthe Borrower;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.25.2 in existing Subsidiaries;
(e) advances to the Borrower's foreign sales corporations made in the ordinary course of the Borrower's business in an aggregate principal amount outstanding at any time of up to $100,000;
(f) marketable obligations issued, guarantied, or fully insured by the United States of America, or those for which the full faith and credit of the United States of America is pledged for the repayment of principal and interest thereof; provided that such obligations have a final maturity of no more than two years from the date acquired by the Borrower;
(g) marketable obligations issued, guarantied or fully insured by any agency, instrumentality, or corporation of the United States established or to be established by the Congress, for the which the credit of such agency, instrumentality, or corporation is pledged for the repayment of the principal and interest thereof; provided that such obligations have a final maturity of no more than one year from the date acquired by the Borrower; and
(h) any investments listed from time to time on the "working list" maintained by Harris Trust and Savings Bank or Harris Investment Maxxxxxxnt, Inc., acting as a fiduciary xxxxx;
(i) investments loans, advances and guaranties not otherwise permitted by this Section 7.16, provided that the Borrower or aggregate amount of all such loans, advances and guaranties outstanding at any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiarytime does not exceed $5,000,000;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower substantially as an entirety of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and;
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition; and
(iv) the aggregate consideration paid in connection with all such investments and acquisitions, all mergers permitted by Section 7.6 hereof and all investments and acquisitions permitted by Section 7.16(k) hereof, does not exceed $5,000,000 in any 12-month period;
(k) investments in and acquisitions of less than all or loans substantially all of the Property or business of any Person or of less than a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the Board of Directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition;
(iii) no Potential Default or Event of Default shall exist before or after giving effect to Farmland MissChem Ltd. such acquisition; and
(iv) the aggregate consideration paid in connection with all such investments and acquisitions, all mergers permitted by Section 7.6 and all investments and acquisitions permitted by 7.16(j) hereof, does not exceed $5,000,000 in any 12-month period;
(l) investments in and loans and advances to the Farmland MissChem Project Guarantors; and
(i) investments existing on the date hereof in Prudential and (ii) additional investments, loans and advances to Prudential in an aggregate principal amount not exceeding in excess of $100,000,000 1,000,000 at any one time outstanding;
. Notwithstanding anything contained in this 7.16 to the contrary, other than as specified in Section 7.16(m) above, the sum of (li) investmentsall investments by the Borrower or any Guarantor in, (ii) all loans and advances by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% or any Guarantor to, and (iii) all guarantees by the Borrower or any Guarantor of the Tangible Net Worth indebtedness of, any Subsidiary of the Borrower which is not a Guarantor shall not aggregate an amount in excess of $1,000,000 at any one time outstanding; and
(m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time.
Appears in 1 contract
Samples: Secured Credit Agreement (Maverick Tube Corporation)
Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations obligations, capital contributions or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations certificates of deposit having a maturity of two (2) years or less issued by any Bank or any other commercial bank having a long-term rating at the United States time of America investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Xxxxx’x Investor Services, Inc. (“Moody’s”) and a short-term rating at the time of any agency investment of A-1 from S&P or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereofP-1 from Moody’s;
(b) investments in commercial paper rated either at the time of investment P-1 by Xxxxx'x Investors Services, Inc. Moody’s or A-1 by Standard & Poor's Corporation S&P maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.25.2 in existing Subsidiaries;
(id) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and
(iii) that no Potential Default or Event of Default shall then exist before or after giving effect to such acquisitionacquisition and no change of the voting control or management of the Company shall result therefrom;
(ke) marketable full faith and credit obligations of the United States of America or of any agency thereof for which the full faith and credit of the United States of America has been pledged;
(f) repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (e), provided that the Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of each such arrangement;
(g) municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and (ii) such securities shall have a long-term rating at the time of investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s;
(h) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate principal amount of up to $1,000,000 and not exceeding $100,000,000 at otherwise permitted by this Section, in certificates of deposit in any one time outstandingcommercial bank;
(li) investments, investments in and loans and advances to the Company or any Subsidiary by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at Company or any one time outstandingother Subsidiary; and
(mj) loans and advances to employees a loan in the ordinary course of business, provided the aggregate a principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not to exceed $500,000 at any timeto the Company’s employees’ stock ownership plan.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower Company will not, and will not permit any Subsidiary to, make directly or indirectly, make, retain or have outstanding any investment investments (whether through the purchase of stock, stock or obligations or otherwise) in, or loans or advances (other than for travel advances and similar cash advances made to employees in or make any loan or advance the ordinary course of business) to, any other Person, or acquire substantially as an entirety all or any substantial part of the Property assets or business of any other PersonPerson or division thereof; provided, other thanhowever, that the foregoing provisions shall not apply to nor operate to prevent:
(a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, America provided that any such obligations shall mature within one year of from the date of issuance thereofthe same are acquired;
(b) investments in commercial paper rated either P-1 by Xxxxx'x Moodx'x Investors Services, Inc. or and A-1 by Standard & Poor's Corporation maturing within 270 days one year of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of 25,000,000 maturing not more than one year or lessfrom the date of acquisition thereof placed with such bank;
(d) investments of any Banking Subsidiary made in accordance with sound banking practices in the ordinary course of its banking or trust business consisting of extensions of credit in the form of loans, acceptances, repurchase obligations with a term agreements, letter of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry Systemcredit and similar transactions;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described any Banking Subsidiary made in the immediately preceding subsections (a), (b), (c) ordinary course of its banking or trust business consisting of marketable securities and (d) abovemoney-market instruments which it is permitted to hold and invest in under applicable law and regulation;
(f) marketable general obligations of a state, a territory or a possession investments of the United StatesBorrowing Subsidiary made in the ordinary course of its business consisting of residential mortgage loans, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith servicing rights and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligationssimilar assets;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
non-hostile acquisitions by the Company of any banks or thrifts with an aggregate purchase price (iiwhether in cash, assumed liabilities or otherwise, but excluding from such determination the value of equity securities of the Company issued to the sellers in connection with any such transaction) for all such transactions during the board term of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisitionthis Agreement not exceeding $5,000,000; and
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;
(k) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding;
(lh) investments, loans and advances by the Borrower not otherwise permitted under by this Section 7.11 in an aggregate amount aggregating not exceeding 10% of the Tangible Net Worth of the Borrower more than $2,000,000 at any one time outstanding; and
(m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Each Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof;
(b) investments in commercial paper rated either P-1 by Xxxxx'x Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the any Borrower or to any Subsidiary toexcept Triad (so long as Triad is in existence), provided that the aggregate outstanding amount of all such loans and advances to Subsidiaries that are not Guarantors or Borrowers shall not exceed $35,000,000 at any Subsidiarytime;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower Borrowers or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;
(k) so long as Triad is in existence, investments, loans and advances made by the Borrowers to Triad in an aggregate amount not to exceed (i) $12,500,000 at any one time outstanding from and including the date hereof to and including December 31, 1997 and (ii) $5,000,000 in any fiscal year thereafter;
(l) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding;; and
(lm) investments, loans and advances by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower Chemical at any one time outstanding; and
(m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof;
(b) investments in commercial paper rated either P-1 by Xxxxx'x Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank or a branch located in the United States of a foreign commercial bank in each case having capital and surplus of not less than $500,000,000 which have a maturity of one year or less;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.2;
(i) investments by the Borrower or any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiary;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;
(k) investments in or loans to Farmland MissChem Ltd. in connection with the Farmland MissChem Project in an aggregate amount not exceeding $100,000,000 at any one time outstanding;
(l) investments, loans and advances by the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at any one time outstanding; and
(mk) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and advances made by the Borrower's Subsidiaries shall not exceed $500,000 at any time; and
(l) additional investments made subsequent to the Effective Date in an aggregate amount not exceeding $2,500,000.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations obligations, capital contributions or otherwise) in or make any loan or advance to, any other Person, or acquire substantially as an entirety the Property or business of any other Person, other than:
(a) investments in direct obligations certificates of deposit having a maturity of two years or less issued by any Bank and which are held by the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of Bank issuing the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereofsame;
(b) investments in commercial paper rated either P-1 P1 by Xxxxx'x Investors Services, Inc. or A-1 A1 by Standard & and Poor's Corporation maturing within 270 days of the date of issuance thereof;
(c) investments in certificates of deposit issued by any United States commercial bank loans or a branch located advances in the United States usual and ordinary course of business to officers, directors and employees for expenses (including moving expenses related to a foreign commercial bank in each case having capital and surplus transfer) incidental to carrying on the business of not less than $500,000,000 which have a maturity the Borrower or any Subsidiary of one year or lessthe Borrower;
(d) investments in repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;
(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above;
(f) marketable general obligations of a state, a territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, unconditionally secured by the full faith and credit of such state, territory, possession, political subdivision or district provided that such state, territory, possession, political subdivision or district has general taxing authority and the power to levy such taxes as may be required for the payment of principal and interest thereof; provided that such obligations are rated in either of the two top rating categories established by the national rating agencies for such obligations;
(g) marketable corporate debt securities having an A credit rating or better by Standard & Poor's Corporation or Xxxxx'x Investors Service;
(h) investments shown on the financial statements referred to in Section 5.25.2 in existing Subsidiaries;
(e) advances to the Borrower's foreign sales corporations made in the ordinary course of the Borrower's business in an aggregate principal amount outstanding at any time of up to $100,000;
(f) marketable obligations issued, guarantied, or fully insured by the United States of America, or those for which the full faith and credit of the United States of America is pledged for the repayment of principal and interest thereof; provided that such obligations have a final maturity of no more than two years from the date acquired by the Borrower;
(g) marketable obligations issued, guarantied or fully insured by any agency, instrumentality, or corporation of the United States established or to be established by the Congress, for the which the credit of such agency, instrumentality, or corporation is pledged for the repayment of the principal and interest thereof; provided that such obligations have a final maturity of no more than one year from the date acquired by the Borrower; and
(h) any investments listed from time to time on the "working list" maintained by Xxxxxx Trust and Savings Bank or Xxxxxx Investment Management, Inc., acting as a fiduciary agent;
(i) investments loans, advances and guaranties not otherwise permitted by this Section 7.16, provided that the Borrower or aggregate amount of all such loans, advances and guaranties outstanding at any Subsidiary in, and loans and advances from the Borrower or any Subsidiary to, any Subsidiarytime does not exceed $5,000,000;
(j) other investments by the Borrower in and acquisitions (other than by merger or consolidation) by the Borrower substantially as an entirety of the Property or business of any Person or a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the board of directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition; and;
(iii) no Potential Default or Event of Default shall exist before or after giving effect to such acquisition;
(iv) the aggregate consideration paid in connection with all such investments and acquisitions, all mergers permitted by Section 7.6 hereof and all investments and acquisitions permitted by Section 7.16(k) hereof, does not exceed $5,000,000 in any 12 month period;
(k) investments in and acquisitions of less than all or loans substantially all of the Property or business of any Person or of less than a majority of the capital stock or other equity interests of any other Person, provided that:
(i) such Person shall be in the same or a related line of business as the Borrower or one or more Subsidiaries;
(ii) the Board of Directors (or equivalent governing body) of such Person shall have given its prior effective written consent or approval of such acquisition;
(iii) no Potential Default or Event of Default shall exist before or after giving effect to Farmland MissChem Ltd. such acquisition;
(iv) the aggregate consideration paid in connection with the Farmland MissChem Project all such investments and acquisitions, all mergers permitted by Section 7.6 and all investments and acquisitions permitted by 7.16(j) hereof, does not exceed $5,000,000 in an aggregate amount not exceeding $100,000,000 at any one time outstanding12 month period;
(l) investments, investments in and loans and advances by to the Borrower not otherwise permitted under this Section 7.11 in an aggregate amount not exceeding 10% of the Tangible Net Worth of the Borrower at any one time outstandingGuarantors; and
(m) loans and advances to employees in the ordinary course of business, provided the aggregate principal amount of all such loans and investments or advances made by in connection with the Borrower's Subsidiaries shall not exceed $500,000 at any timePMAC Acquisition.
Appears in 1 contract
Samples: Secured Credit Agreement (Maverick Tube Corporation)
