Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (ii) make loans or advances to Holdings or any of Holdings' Subsidiaries or (iii) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) this Agreement and the other Credit Documents, (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (D) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business and (E) the Senior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings Neither the Company nor USHG will, nor will not, and will not it permit any of its Subsidiaries or Egarden Inc. to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsthe Corporations, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsthe Corporations, (iib) make loans or advances to Holdings or any of Holdings' Subsidiaries the Corporations or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Corporations, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Purchaser Documents, (Ciii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the BorrowerCorporations, (Dv) customary provisions restricting assignment of any licensing agreement (in which any of the Corporations is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower Corporations in the ordinary course of business business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, and (Evii) restrictions on the Senior Subordinated Note Documentstransfer of any asset subject to a Lien permitted by Section 7.1 hereof.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise other-wise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (iib) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold lease-hold interest of the Borrower Borrowers or a Subsidiary of the Borrower, Borrowers and (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Borrowers or a Subsidiary of the Borrower Borrowers in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings Tenant will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings Tenant or any Subsidiary of HoldingsTenant, or pay any Indebtedness owed to Holdings Tenant or a Subsidiary of HoldingsTenant, (iib) make loans or advances to Holdings Tenant or any of Holdings' Tenant's Subsidiaries or (iiic) transfer any of its properties or assets to Holdings Tenant, the Tenant or any of Holdings' Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing existing; under or by reason of (Ai) applicable law, (Bii) this Agreement Lease and the other Credit BT Loan Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Tenant or a Subsidiary of the Borrower, Tenant and (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Tenant or a Subsidiary of the Borrower Tenant in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of its non-Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the its ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (iib) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (B) this Agreement and the other Credit Documents, (Cii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (Diii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Company or any Subsidiary of Holdingsthe Company, or pay any Indebtedness owed to Holdings the Company or a any Subsidiary of Holdingsthe Company, (iib) make loans or advances to Holdings the Company or any Subsidiary of Holdings' Subsidiaries the Company or (iiic) transfer any of its properties or assets to Holdings the Company or any Subsidiary of Holdings' Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or a any Subsidiary of the BorrowerCompany, (Div) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower Company or a any Subsidiary of the Borrower Company in the ordinary course of business business, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01, (vi) restrictions set forth in the Existing Term Loan Agreement and (Evii) restrictions set forth in the Senior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings No Credit Party will, or will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ix) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by Holdings Parent or any Subsidiary of HoldingsParent, or pay any Indebtedness owed to Holdings Parent or a Subsidiary of HoldingsParent, (iiy) make loans or advances to Holdings Parent or any Subsidiary of Holdings' Subsidiaries Parent or (iiiz) transfer any of its properties or assets to Holdings Parent or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Credit Parties or a Subsidiary of the BorrowerCredit Parties, or (Div) customary provisions restricting assignment of any licensing agreement (in which the Credit Parties or any of their Subsidiaries is the licensee) or any other contract entered into by the Borrower Credit Parties or a any Subsidiary of the Borrower Credit Parties in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (iib) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, the Parent Credit Agreement, the Working Capital Credit Documents, the Senior Notes Documents and the Existing Intercompany Indebtedness, (Ciii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business and (Ev) any holder of a Lien may restrict the Senior Subordinated Note Documentstransfer of the asset or assets subject thereto.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a any Subsidiary of Holdings, (iib) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (iiic) transfer any of its properties or assets to Holdings or any Subsidiary of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Loan Documents, (Ciii) the Borrower Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (Dv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business business, (vi) restrictions on the transfer of any asset subject to a Lien permitted by Sections 8.01(iii), (vi), (vii) and (Exii) so long as such restrictions are not applicable to any property or any Subsidiary of Holdings other than the Senior Subordinated Note Documentsspecific property subject to such Lien, and (vii) restrictions on the transfer of any asset pending the close of the sale of such asset.

Limitation on Certain Restrictions on Subsidiaries. Holdings The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, or (iib) make loans or advances to Holdings the Borrower or any Subsidiaries of Holdings' Subsidiaries or (iii) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances Liens or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit DocumentsAgreement, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (iib) make loans or advances to Holdings or any of Holdings' Subsidiaries or (iiic) transfer any of its properties or assets to Holdings Holdings, the Borrower or any of Holdings' Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (iib) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries the Borrower's Subsidiaries, or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable lawApplicable Laws, (Bii) this Agreement and the other Credit Loan Documents, (Ciii) the Senior Loan Agreement and any Permitted Refinancing Indebtedness; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, and (Dv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business and (E) the Senior Subordinated Note Documentsbusiness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a any Subsidiary of Holdings, (iib) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (iiic) transfer any of its properties or assets to Holdings or any Subsidiary of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (Dv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business and (Evi) restrictions on the Senior Subordinated Note Documentstransfer of any asset subject to a Lien permitted by Sections 9.01(vii), (viii), (xiv) and (xv).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (iib) make loans or advances to Holdings or any of Holdings' Subsidiaries or (iiic) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (Div) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (Em) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Senior Subordinated Note DocumentsForeign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distributions distribu- tions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a any Subsidiary of Holdings, (iib) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (iiic) transfer any of its properties or assets to Holdings or any Subsidiary of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this Agreement and the other Credit Documents, (Ciii) the SL Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (Dv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business and (Evi) restrictions on the Senior Subordinated Note Documentstransfer of any asset subject to a Lien permitted by Section 9.01.