Limitation on Activities of Parent. In the case of Parent, notwithstanding anything to the contrary in this Agreement or any other Loan Document (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will be contributed to the Borrower, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Restricted Subsidiaries) unless such Investment will be contributed to the Borrower or (iii) create any Lien on the Capital Stock of the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the documentation for any Indebtedness of Parent permitted under Section 6.2, (iv) any transaction permitted under Section 6.4, (v) financing activities, the issuance of Capital Stock, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments in each case solely to the extent permitted hereunder, (vi) participating in tax, accounting and other administrative matters as a member of a consolidated group of companies, (vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 6.6 pending application thereof and (viii) providing indemnification to officers and directors and (ix) activities incidental to the businesses or activities described in the foregoing clauses (i) through (viii).
Limitation on Activities of Parent. Except as otherwise explicitly permitted for Parent herein, in the case of Parent, (a) conduct any business or hold or acquire any assets or have any operations other than (i) holding the Capital Stock of the Borrower and the Parent’s other direct Subsidiaries as of the Closing Date, RE/MAX Brokerage, LLC and any Permitted Parent Subsidiary, and conducting other activities incidental to the foregoing (including, without limitation, any establishment and maintenance of equity incentive plans, stock option plans or other equity based compensation plans), (ii) making Investments and conducting other activities incidental to the foregoing (including any Disposition of such other Subsidiaries), (iii) engaging in limited liability company maintenance and the performance of ministerial duties and payment of Taxes and administrative fees and conducting any other activities incidental to the foregoing, and (iv) entering in to the Loan Documents to which it is a party and complying with its obligations thereunder and conducting any other activities incidental to the foregoing, (b) incur, assume, guarantee or permit to exist any Indebtedness of Parent (other than Obligations under the Loan Documents, obligations in respect of Capital Stock, and Indebtedness of Parent permitted under Section 7.2) or (c) directly or indirectly create, incur, assume or permit to exist any Lien on the outstanding Capital Stock of the Borrower (other than Liens permitted under Section 7.3).
Limitation on Activities of Parent. In the case of Parent, notwithstanding anything to the contrary in this Agreement or any other Loan Document (a) (i) own any direct Subsidiary other than the ABL Administrative Borrower or a Subsidiary that will be contributed to the ABL Administrative Borrower, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the ABL Administrative Borrower and the Subsidiaries) unless such Investment will be contributed to the ABL Administrative Borrower or (iii) create any Lien on the Capital Stock of the ABL Administrative Borrower (other than Liens in favor of holders of Indebtedness under the Term Loan Credit Agreement, secured Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt, and secured Indebtedness permitted under Sections 6.2(dd) and (ff) and non-consensual Liens and Liens that arise by operation of law) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the ABL Administrative Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Term Loan Credit Agreement, the Convertible Senior Notes and any guarantee of other Indebtedness of the ABL Administrative Borrower or any Restricted Subsidiary permitted under Section 6.2, (iv) incurrence of unsecured debt that requires the payment of interest (x) in kind or (y) in cash solely (in the case of this clause (iv)) to the extent that the ABL Administrative Borrower and its Restricted Subsidiaries are permitted by the terms of this Agreement to make Restricted Payments to Parent for such purpose, the issuance of Capital Stock, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, making Investments to the extent the Capital Stock, assets or other Property received by Parent in connection with such Investment is, substantially concurrently with the making of such Investment, contributed to the capital of the ABL Administrative Borrower or any other Loan Party, and ownership of intercompany notes or cash and Cash Equivalents, in e...
Limitation on Activities of Parent. Parent shall not conduct any business, incur any obligations (other than under the agreements relating to the Merger Agreement, the Credit Documents, Parent Financing Documents, Senior Subordinated Notes Financing Documents, the Additional Senior Subordinated Notes Documents and the Parent Refinanced Notes Documents, as applicable) or hold or acquire any assets (other than the Equity Interests of Borrower).
Limitation on Activities of Parent. Permit the Parent to (a) own any property other than Capital Stock of the Borrower and property ancillary thereto, (b) engage in any business other than business incidental to its ownership of Capital Stock of the Borrower or (c) have any liabilities other than (i) liabilities incurred in the ordinary course of business and (ii) liabilities under (A) the £114,000 promissory note payable in 2007, (B) the £728,519 promissory note payable in 2008 and (C) the £687,282 promissory note payable in 2009 in each case (x) issued by the Parent in connection with the Parent’s acquisition of 100% of the Capital Stock of Psychometric Services Limited, a private limited company formed under the laws of England and Wales, and (y) under the documents in effect on the “Effective Date” of the First Amendment to this Agreement copies of which were provided to the Administrative Agent prior to such date.
Limitation on Activities of Parent. Section 7.20 of the Credit Agreement is hereby amended by inserting the text “except as permitted by Section 7.1,” immediately prior to the text “incur, create, assume” in the fifth line thereof.
Limitation on Activities of Parent. The Parent shall not, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Ownership Interests of the Borrower, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents to which it is a party and the Senior Subordinated Note Indenture and (iii) obligations with respect to its Ownership Interests, or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made by the Borrower in accordance with Section 7.7 pending application in the manner contemplated by said Section) and cash equivalents) other than holding Ownership Interests of the Borrower.
Limitation on Activities of Parent. Parent shall not conduct any business, incur any obligations (other than under the agreements relating to the Equity Financing, the Credit Documents and the Parent Financing Documents) or hold or acquire any assets (other than the Equity Interests of (i) Borrower, (ii) Unrestricted Subsidiaries and (iii) ConnectOne Communications Corporation, PCPCS Corporation and ICSB Corporation, all of which under this clause (iii) shall become Subsidiaries of Borrower or shall cease to exist within 180 days of the Closing Date) and shall have no operations other than holding such Equity Interests and activities reasonably related thereto.
Limitation on Activities of Parent. Parent shall not conduct any business, incur any obligations (other than under the Credit Documents, the Subordinated Notes Documents, the Senior Notes Documents, the Existing Parent Senior Notes Documents and any Additional Notes Documents, as applicable, and any Permitted Refinancings of any of the foregoing) or hold or acquire any material assets (other than the Equity Interests of Borrower and Fillcare). Notwithstanding anything herein to the contrary, the Parent may enter into customary agreements in connection with any issuance of Equity Interests or incurrence of Indebtedness otherwise permissible under the terms of this Agreement and the other Credit Documents and Contractual Obligations (other than Contractual Obligations evidencing Indebtedness) entered into in the ordinary course of business, including Contractual Obligations relating to the business operations of its Subsidiaries.
Limitation on Activities of Parent. (a) Parent shall not conduct, transfer or otherwise engage in any business or operations other than (i) direct ownership of the Capital Stock in, and management of, the Company, the Restricted Subsidiaries and the ETMC JV, (ii) action required by law to maintain its existence, (iii) performance of its obligations under the Senior Credit Facilities, this Indenture, its Note Guarantee and other agreements contemplated thereby, (iv) any public offering of its Capital Stock, (v) the payment of dividends and distributions permitted to be made under this Indenture, the making of contributions to the capital of the Company, the incurrence of Indebtedness permitted to be incurred under this Indenture by Parent or the Guarantee of the Indebtedness permitted to be incurred by the Company or any Restricted Subsidiary of Parent under this Indenture (including operating and equipment leases that are not considered to be Indebtedness) and (vi) activities incidental to its maintenance and continuance and to any of the foregoing activities.
(b) Section 4.18(a) above will cease to apply if the Company merges with or into or winds up into Parent and complies with its obligations in connection therewith described under Section 5.01.
