Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of applicable law or the Credit Documents, the Bridge Loan Agreement, the Senior Indenture or the Senior Subordinated Indenture, or documents governing any Permitted Refinancing thereof, (ii) restrictions on the transfer of assets subject to a Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Princess Beverly Coal Holding Co Inc)
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any CompanyCompany (other than Holdings), or (c) transfer any of its Property to any Company. The foregoing , except that each of the following shall not prohibit be permitted (i) any such encumbrances or restrictions existing under or by reason of (x) applicable law Law or (y) the Credit Documents, the Bridge Loan Agreement, the Senior Indenture or the Senior Subordinated Indenture, or documents governing any Permitted Refinancing thereof, (ii) restrictions on the transfer of assets Property subject to a Permitted Lien permitted under Section 9.0710.02, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition an Asset Sale permitted under this Agreement.
Appears in 1 contract
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of applicable law or the Credit Documents, the Bridge Loan Agreement, the Senior Indenture Credit Facility or the Senior Subordinated IndentureHolding's, Bridge Agreement or documents governing any Permitted Refinancing Refinancings thereof, (iiH) restrictions on the transfer of assets subject to a Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Princess Beverly Coal Holding Co Inc)
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company. The foregoing , except that each of the following shall not prohibit be permitted (i) any such encumbrances or restrictions existing on the Effective Date and described on Schedule 9.19 or existing under or by reason of (x) applicable law Law, or (y) the Credit Documents, the Bridge Loan Agreement, the Senior Indenture or the Senior Subordinated Indenture, or documents governing any Permitted Refinancing thereof, (ii) restrictions on the transfer of assets Property subject to a Permitted Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this AgreementAgreement and (v) customary restrictions contained in any agreement or instrument evidencing or governing Indebtedness permitted under Section 9.08(h), which restrictions are applicable solely to the Foreign Subsidiary or Foreign Subsidiaries liable with respect to such Indebtedness.
Appears in 1 contract