Investments, Loans and Other Transactions. Except as otherwise provided in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, (a) make, assume, acquire or continue to hold any investment in any real property (unless used in connection with their business) or any Person, whether by stock purchase, capital contribution, acquisition of Indebtedness of such Person or otherwise (including, without limitation, investments in any joint venture or partnership), except for (i) Permitted Acquisitions, (ii) replacements of Assets which are the subject of a Permitted Asset Disposition made pursuant to clause (f) of the definition of Permitted Asset Disposition, (iii) those investments existing as of the Closing Date and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition), (iv) any investments in Cash Equivalents, which, if requested by the Agent, are pledged to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, as collateral and security for the Obligations (v) those investments more particularly set forth in Schedule attached hereto and made a part hereof (the "Permitted Investments"), (vi) the Borrower's acquisition, creation or ownership of any Subsidiary Guarantor, including, the Borrower's existing or additional capital contributions in any such Subsidiary Guarantor, (vii) the receipt of Indebtedness for Borrowed Money by the Borrower or any Subsidiary Guarantor which represents payment to the Borrower or a Subsidiary Guarantor, as the case may be, of a portion of the purchase price payable to the Borrower in connection with a Permitted Asset Disposition; provided that, upon the Agent's demand, the Borrower and/or the Subsidiary Guarantor, as the case may, shall take all such actions as shall be reasonably requested by the Agent to grant to the Agent for its benefit and the ratable benefit of the Lenders a perfected Lien on any such Indebtedness for Borrowed Money and provided further that the principal amount of all such Indebtedness for Borrowed Money shall not exceed at any time in the aggregate Five Hundred Thousand Dollars ($500,000), (viii) investments permitted by Section 6.2.1, and (ix) the Borrower's acquisition of the Assets of BTP as contemplated by the BTP/Borrower Transaction and/or the Borrower's acquisition of the Assets of BIC as contemplated by the BIC/Borrower Transaction, (b) guaranty or otherwise become contingently liable for the Indebtedness or obligations of any Person, except that the Borrower and any Subsidiary Guarantor shall be permitted to guaranty (1) any Indebtedness for Borrowed Money of the Borrower or any Subsidiary Guarantor otherwise permitted by the provisions of Section 6.2.4 of this Agreement, (2) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (3) the obligations of the Borrower under the Subordinated Debt and the Senior Secured Debt, and (4) the Obligations, or (c) make any loans or advances, or otherwise extend credit to any Person, except (1) any advance to an officer or employee of the Borrower or any Subsidiary for travel or other business expenses in the ordinary course of business, provided that the aggregate amount of all such advances by all of the Borrower and its Subsidiaries (taken as a whole) outstanding at any time shall not exceed Five Hundred Thousand Dollars ($500,000), (2) trade credit extended to customers in the ordinary course of business, and (3) ordinary course working capital advances and loans to and from the Borrower to any Guarantor and to and from any Guarantor to the Borrower or any other Guarantor.
Appears in 2 contracts
Samples: Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp)
Investments, Loans and Other Transactions. Except as otherwise provided in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, (a) make, assume, acquire or continue to hold any investment in any real property (unless used in connection with their business) or any Person, whether by stock purchase, capital contribution, acquisition of Indebtedness of such Person or otherwise (including, without limitation, investments in any joint venture or partnership), except for (i) Permitted Acquisitions, (ii) replacements of Assets which are the subject of a Permitted Asset Disposition made pursuant to clause (f) of the definition of Permitted Asset Disposition, (iii) those investments existing as of the Closing Date and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition), (iv) any investments in Cash Equivalents, which, if requested by the Collateral Agent, are pledged to the Collateral Agent, for the ratable benefit of the Lenders and for the benefit of the BofA Agent, the BofA Lenders, the Agent with respect to and the Agent's ObligationsLenders, as appropriate, as collateral and security for the BofA Obligations and the Obligations (v) those investments more particularly set forth in Schedule 6.2.5 attached hereto and made a part hereof (the "Permitted Investments"), (vi) the Borrower's acquisition, creation or ownership of any Subsidiary Guarantor, including, the Borrower's existing or additional capital contributions (including purchases of equity securities) in any such Subsidiary Guarantor, (vii) the Borrower's acquisition, creation and ownership of NIM Holdings and the Italian Holding Company and any existing or additional capital contributions in Xxxxx UK, NIM Holdings, the Italian Holding Company, Capsol and Ociesse; provided that the aggregate amount of any such existing or additional capital contributions, together with any Foreign Intercompany Indebtedness (excluding intercompany allocations of expenses and charges) permitted by the terms of this Agreement, may not exceed at any time in the aggregate Four Million Dollars ($4,000,000) (which amount, upon closing and consummation of the Italian Target Stock Purchase Transaction shall be increased to Twenty-two Million Dollars ($22,000,000) if and to the extent the Borrower makes loans and advances to the Italian Holding Company to finance the Italian Target Stock Purchase Transaction, (viii) the receipt of Indebtedness for Borrowed Money by the Borrower or any Subsidiary Guarantor which represents payment to the Borrower or a Subsidiary Guarantor, as the case may be, of a portion of the purchase price payable to the Borrower in connection with a Permitted Asset Disposition; provided that, upon the Collateral Agent's demand, the Borrower and/or the Subsidiary Guarantor, as the case may, shall take all such actions as shall be reasonably requested by the Collateral Agent to grant to the Collateral Agent for its benefit and the ratable benefit of the Lenders BofA Agent, the BofA Lenders, the Agent and the Lenders, as appropriate, a perfected Lien on any such Indebtedness for Borrowed Money and provided further that the principal amount of all such Indebtedness for Borrowed Money shall not exceed at any time in the aggregate Five Hundred Thousand Dollars ($500,000), (viiiix) investments permitted by Section 6.2.16.2.1 (Capital Structure), (x) Indebtedness for Borrowed Money permitted by Section 6.2.4(i), and (ixxi) the Borrower's acquisition receipt of securities in connection with the settlement of claims against any customer, supplier or vendor or as a result of the Assets bankruptcy of BTP as contemplated by any such customer, supplier or vendor; provided that the BTP/Borrower Transaction and/or Collateral Agent shall be granted a perfected first priority Lien on any such securities with respect to the Borrower's acquisition of BofA obligations and a second priority Lien with respect to the Assets of BIC as contemplated by Obligations, except that at all times after the BIC/Borrower TransactionBofA Termination Date, the Lien securing the Obligations shall be a first priority Lien, (b) guaranty or otherwise become contingently liable for the Indebtedness or obligations of any Person, except that the Borrower and any Subsidiary Guarantor shall be permitted to guaranty (1i) any Indebtedness for Borrowed Money of the Borrower or Borrower, any Subsidiary Guarantor Guarantor, Xxxxx UK, NIM Holdings, the Italian Holding Company, Capsol Italy or Ociesse otherwise permitted by the provisions of Section 6.2.4 of this Agreement(Indebtedness), (2ii) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (3iii) the obligations of the Borrower under the Subordinated Debt and the Senior Secured Debt, (iv) the Obligations and (4v) the BofA Obligations, or (c) make any loans or advances, or otherwise extend credit to any Person, except (1i) any advance to an officer or employee of the Borrower or any Subsidiary for travel or other business expenses in the ordinary course of business, provided that the aggregate amount of all such advances by all of the Borrower and its Subsidiaries (taken as a whole) outstanding at any time shall not exceed Five Hundred Thousand Dollars ($500,000), (2ii) trade credit extended to customers in the ordinary course of business, (iii) ordinary course advances to customers in connection with the production of molds and related materials, and (3iv) ordinary course working capital advances and loans to and from the Borrower to any Guarantor and to and from any Guarantor to the Borrower or any other Guarantor.
Appears in 1 contract
Investments, Loans and Other Transactions. Except as otherwise provided in this Agreement, the Borrower Borrower, Xxxxx UK, and Norwich will not, and will not permit any of its or their Subsidiaries to, (a) make, assume, acquire or continue to hold any investment in any real property (unless used in connection with their business) or any Person, whether by stock purchase, capital contribution, acquisition of Indebtedness of such Person or otherwise (including, without limitation, investments in any joint venture or partnership), except for (i) Permitted Acquisitions, (ii) replacements of Assets which are the subject of a Permitted Asset Disposition made pursuant to clause (f) of the definition of Permitted Asset Disposition, (iii) those investments existing as of the Closing Date and reflected on the financial statements furnished pursuant to Section 4.1.11 (K) FINANCIAL CONDITION. (Financial Condition), (iv) any investments in Cash Equivalents, which, if requested by the Agent, are pledged to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, as collateral and security for the Obligations (v) those investments more particularly set forth in Schedule SCHEDULE INVESTMENTS, LOANS AND OTHER TRANSACTIONS. attached hereto and made a part hereof (the "Permitted Investments"), (vi) the Borrower's acquisition, creation or ownership of any Subsidiary Guarantor, including, the Borrower's existing or additional capital contributions in any such Subsidiary Guarantor, (vii) the Borrower's acquisition, creation and ownership of Xxxxx UK and any existing or additional capital contributions in Xxxxx UK or Norwich; provided that the aggregate amount of any such existing or additional capital contributions, together with any intercompany indebtedness between the Borrower and Xxxxx UK permitted by the terms of this Agreement, may not exceed at any time in the aggregate Five Hundred Thousand Dollars ($500,000), (viii) the receipt of Indebtedness for Borrowed Money by the Borrower or any Subsidiary Guarantor which represents payment to the Borrower or a Subsidiary Guarantor, as the case may be, of a portion of the purchase price payable to the Borrower in connection with a Permitted Asset Disposition; provided that, upon the Agent's demand, the Borrower and/or the Subsidiary Guarantor, as the case may, shall take all such actions as shall be reasonably requested by the Agent to grant to the Agent for its benefit and the ratable benefit of the Lenders a perfected Lien on any such Indebtedness for Borrowed Money and provided further that the principal amount of all such Indebtedness for Borrowed Money shall not exceed at any time in the aggregate Five Hundred Thousand Dollars ($500,000), and (viiiix) investments permitted by Section 6.2.1(A) CAPITAL STRUCTURE, and MERGER, ACQUISITION OR SALE OF ASSETS. (ix) the Borrower's acquisition of the Assets of BTP as contemplated by the BTP/Borrower Transaction and/or the Borrower's acquisition of the Assets of BIC as contemplated by the BIC/Borrower TransactionCapital Structure), (b) guaranty or otherwise become contingently liable for the Indebtedness or obligations of any Person, except that the Borrower and any Subsidiary Guarantor shall be permitted to guaranty (1i) any Indebtedness for Borrowed Money of the Borrower or Borrower, any Subsidiary Guarantor Guarantor, Xxxxx UK or Norwich otherwise permitted by the provisions of Section 6.2.4 of this Agreement(D) INDEBTEDNESS. (Indebtedness), (2ii) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (3iii) the obligations of the Borrower under the Subordinated Debt and the Senior Secured Debt, and (4iv) the Obligations, or (c) make any loans or advances, or otherwise extend credit to any Person, except (1i) any advance to an officer or employee of the Borrower or any Subsidiary for travel or other business expenses in the ordinary course of business, provided that the aggregate amount of all such advances by all of the Borrower and its Subsidiaries (taken as a whole) outstanding at any time shall not exceed Five Hundred Thousand Dollars ($500,000), (2ii) trade credit extended to customers in the ordinary course of business, (iii) ordinary course advances to customers in connection with the production of molds and related materials, (iv) South Carolina IRB Lease Transfers, and (3v) ordinary course working capital advances and loans to and from the Borrower to any Guarantor and to and from any Guarantor to the Borrower or any other Guarantor.. In addition to the foregoing, Xxxxx UK covenants and agrees that it shall own no other Assets or investments other than the capital stock of Norwich. (F)
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
Investments, Loans and Other Transactions. Except as otherwise provided in this Agreement, the Borrower Borrower, Xxxxx UK, and NIM Holdings will not, and will not permit any of its or their Subsidiaries to, (a) make, assume, acquire or continue to hold any investment in any real property (unless used in connection with their business) or any Person, whether by stock purchase, capital contribution, acquisition of Indebtedness of such Person or otherwise (including, without limitation, investments in any joint venture or partnership), except for (i) Permitted Acquisitions, (ii) replacements of Assets which are the subject of a Permitted Asset Disposition made pursuant to clause (f) of the definition of Permitted Asset Disposition, (iii) those investments existing as of the Closing Date and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition), (iv) any investments in Cash Equivalents, which, if requested by the Agent, are pledged to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, as collateral and security for the Obligations (v) those investments more particularly set forth in Schedule 6.2.5 attached hereto and made a part hereof (the "Permitted Investments"), (vi) the Borrower's acquisition, creation or ownership of any Subsidiary Guarantor, including, the Borrower's existing or additional capital contributions (including purchases of equity securities) in any such Subsidiary Guarantor, (vii) the Borrower's acquisition, creation and ownership of NIM Holdings and any existing or additional capital contributions in Xxxxx UK or NIM Holdings; provided that the aggregate amount of any such existing or additional capital contributions, together with any UK Intercompany Indebtedness (excluding intercompany allocations of expenses and charges) permitted by the terms of this Agreement, may not exceed at any time in the aggregate Four Million Dollars ($4,000,000), (viii) the receipt of Indebtedness for Borrowed Money by the Borrower or any Subsidiary Guarantor which represents payment to the Borrower or a Subsidiary Guarantor, as the case may be, of a portion of the purchase price payable to the Borrower in connection with a Permitted Asset Disposition; provided that, upon the Agent's demand, the Borrower and/or the Subsidiary Guarantor, as the case may, shall take all such actions as shall be reasonably requested by the Agent to grant to the Agent for its benefit and the ratable benefit of the Lenders a perfected Lien on any such Indebtedness for Borrowed Money and provided further that the principal amount of all such Indebtedness for Borrowed Money shall not exceed at any time in the aggregate Five Hundred Thousand Dollars ($500,000), (viiiix) investments permitted by Section 6.2.16.2.1 (Capital Structure), and (ixx) the Borrower's acquisition receipt of securities in connection with the settlement of claims against any customer, supplier or vendor or as a result of the Assets bankruptcy of BTP as contemplated by any such customer, supplier or vendor; provided that the BTP/Borrower Transaction and/or the Borrower's acquisition of the Assets of BIC as contemplated by the BIC/Borrower TransactionAgent shall be granted a perfected, first priority Lien on any such securities, (b) guaranty or otherwise become contingently liable for the Indebtedness or obligations of any Person, except that the Borrower and any Subsidiary Guarantor shall be permitted to guaranty (1i) any Indebtedness for Borrowed Money of the Borrower or Borrower, any Subsidiary Guarantor Guarantor, Xxxxx UK or NIM Holdings otherwise permitted by the provisions of Section 6.2.4 of this Agreement(Indebtedness), (2ii) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (3iii) the obligations of the Borrower under the 138 Subordinated Debt and the Senior Secured Debt, and (4iv) the Obligations, or (c) make any loans or advances, or otherwise extend credit to any Person, except (1i) any advance to an officer or employee of the Borrower or any Subsidiary for travel or other business expenses in the ordinary course of business, provided that the aggregate amount of all such advances by all of the Borrower and its Subsidiaries (taken as a whole) outstanding at any time shall not exceed Five Hundred Thousand Dollars ($500,000), (2ii) trade credit extended to customers in the ordinary course of business, (iii) ordinary course advances to customers in connection with the production of molds and related materials, and (3iv) ordinary course working capital advances and loans to and from the Borrower to any Guarantor and to and from any Guarantor to the Borrower or any other Guarantor. In addition to the foregoing, NIM Holdings covenants and agrees that it shall own no other Assets or investments other than the capital stock of Xxxxx UK.
Appears in 1 contract
Samples: Financing and Security Agreement (BPC Holding Corp)
