Common use of Investments, Loans, Advances and Acquisitions Clause in Contracts

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any of the Subsidiaries to, make, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger) any Investment in any Person, or make any Acquisition, except: (a) Cash Equivalents; (b) Investments in existence on the Effective Date and described in Schedule 6.04(b); (c) Investments by Foreign Subsidiaries in Non-U.S. Cash Equivalents; (d) Investments (including loans and advances, but excluding Acquisitions) by the Borrower and the Subsidiaries in any Loan Party and loans and advances by any Subsidiary to the Borrower; provided that any such loans and advances by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and such loans and advances shall be on subordination terms reasonably satisfactory to the Administrative Agent; (e) Investments by any Non-Guarantor Subsidiary in any Excluded Subsidiary; (f) Investments by any Excluded Subsidiary that is a Domestic Subsidiary in the Equity Interests of other Excluded Subsidiaries which are Domestic Subsidiaries, which Investments are in existence on the date of the Permitted Acquisition of such Excluded Subsidiaries under Section 6.04(i). (g) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, Investments consisting of loans and advances by any Loan Party to any Excluded Subsidiary in an aggregate amount not to exceed $3,000,000 (or $5,000,000 at any time at which the Consolidated Leverage Ratio of the Borrower as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(c) shall not exceed 1.50 to 1.00) for all such loans and advances outstanding at any time; provided that no such loan or advance shall remain outstanding for more than 365 days; (h) Investments consisting of extensions of credit (other than to the Borrower or any of its Subsidiaries) in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (i) Investments consisting of promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05(j), in an aggregate amount not to exceed $5,000,000 at any time outstanding for all such Investments;

Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any of the Subsidiaries Subsidiary to, make, hold make or acquire (including pursuant permit to remain outstanding any Investments in or to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger) any Investment in any Person, or make any AcquisitionMaterial Acquisitions, exceptexcept that the foregoing restriction shall not apply to: (a) Cash EquivalentsInvestments disclosed to the Lenders in Schedule ‎9.05; (b) Investments accounts receivable arising in existence on the Effective Date and described in Schedule 6.04(b)ordinary course of business; (c) Investments by Foreign Subsidiaries Cash Equivalents so long as such Cash Equivalents are held in Non-U.S. Cash Equivalentsa Deposit Account, Securities Account or Commodities Account subject to an Account Control Agreement; (d) Investments (including loans and advances, but excluding Acquisitionsi) made by the Borrower in or to any Subsidiary which is a Guarantor and with respect to which 100% of the Subsidiaries in any Loan Party issued and loans outstanding Equity Interests have been pledged to Administrative Agent, and advances (ii) made by any Subsidiary Guarantor in or to the Borrower; provided that any such loans and advances by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and such loans and advances shall be on subordination terms reasonably satisfactory to the Administrative Agentother Credit Party; (e) Investments Permitted Acquisitions, provided that the Borrower shall deliver concurrently with the consummation of any Permitted Acquisition the certificate required by any Non-Guarantor Subsidiary in any Excluded SubsidiarySection 8.01(w) certifying to pro forma compliance with Section 9.01 and that the PDP Coverage Ratio is greater than or equal to 1.4 to 1.0 and attaching calculations demonstrating such compliance; (f) Investments by in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Excluded Subsidiary that is as a Domestic Subsidiary in the Equity Interests result of a bankruptcy or other Excluded Subsidiaries which are Domestic Subsidiaries, which Investments are in existence on the date insolvency proceeding of the Permitted Acquisition obligor in respect of such Excluded Subsidiaries under Section 6.04(i). (g) if at debts or upon the time thereof and immediately after giving effect thereto no Default or Event enforcement of Default shall have occurred and be continuing or would result therefrom, Investments consisting any Lien in favor of loans and advances by any Loan Party to any Excluded Subsidiary in an aggregate amount not to exceed $3,000,000 (or $5,000,000 at any time at which the Consolidated Leverage Ratio of the Borrower as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(c) shall not exceed 1.50 to 1.00) for all such loans and advances outstanding at any time; provided that no such loan or advance shall remain outstanding for more than 365 days; (h) Investments consisting of extensions of credit (other than to the Borrower or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice if the aggregate amount of all Investments held at any one time under this Section 9.05(f) in exceeds $100,000; (g) (i) guarantees permitted by ‎Section 9.02, and (ii) guarantees by the nature Borrower or any Subsidiary for the performance or payment obligations of accounts receivable the Borrower or notes receivable arising from the grant of trade credit any Guarantor, which obligations were incurred in the ordinary course of business, business and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;do not constitute Secured Obligations; and (ih) other Investments consisting of promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05(j), in an aggregate amount not to exceed $5,000,000 in the aggregate at any time outstanding for all such Investments;time.

Investments, Loans, Advances and Acquisitions. The Borrower Neither the Company nor any Subsidiary will notmake or retain any investment (whether through the purchase of stock, and will not permit any of the Subsidiaries to, make, hold obligations or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such mergerotherwise) any Investment in any Person, or make any Acquisitionloan or advance to, exceptany other Person or acquire substantially as an entirety the Property or business of any other Person, other than: (a) Cash Equivalentsinvestments in certificates of deposit having a maturity of one year or less issued by any of the Banks; (b) Investments investments, loans and advances in existence on or to any existing wholly-owned Subsidiary, provided that the Effective Date and described respective amounts thereof shall not exceed the amounts disclosed to the Banks in Schedule 6.04(b)the August 31, 1998 financial statements referred to in Section 5.3 hereof; (c) Investments by Foreign Subsidiaries in Non-U.S. Cash Equivalents; (d) Investments (including loans and travel advances, but excluding Acquisitions) by entertainment and moving expenses and directors fees to officers, directors and employees of the Borrower and the Subsidiaries in any Loan Party and loans and advances by Company or any Subsidiary to the Borrower; provided that any such loans and advances by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and such loans and advances shall be on subordination terms reasonably satisfactory to the Administrative Agent; (e) Investments by any Non-Guarantor Subsidiary in any Excluded Subsidiary; (f) Investments by any Excluded Subsidiary that is a Domestic Subsidiary in the Equity Interests of other Excluded Subsidiaries which are Domestic Subsidiaries, which Investments are in existence on the date of the Permitted Acquisition of such Excluded Subsidiaries under Section 6.04(i). (g) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, Investments consisting of loans and advances by any Loan Party to any Excluded Subsidiary in an aggregate amount not to exceed $3,000,000 (or $5,000,000 at any time at which the Consolidated Leverage Ratio of the Borrower as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(c) shall not exceed 1.50 to 1.00) for all such loans and advances outstanding at any time; provided that no such loan or advance shall remain outstanding for more than 365 days; (h) Investments consisting of extensions of credit (other than to the Borrower or any of its Subsidiaries) in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of 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 and securities the payment of principal of and interest on is unconditionally guaranteed by the United States of America; provided that all such obligations and securities shall have a maturity of one year or less; (f) acquisitions of Cranberry Businesses, provided, that (i) such acquisition has the effective written consent or prior approval of the board of directors (or equivalent governing body) of the Person being acquired, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors (ii) the Company grants to the extent reasonably necessary 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 not been severed from the real property) and bog equipment (a "Permitted Acquisition"); (g) loans and advances to Minot, and loans and advances to Wildhawk, Inc. in order an aggregate principal amount outstanding at any time not to prevent or limit lossexceed 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 such investments outstanding at any one time does not exceed Five Million Dollars ($5,000,000); (i) Investments consisting of promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05(j), investments in an aggregate amount not to exceed One Million Dollars ($5,000,000 at any time outstanding 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 all such Investments;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.