Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the Company will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions: (i) existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (viii) imposed by the standard loan documentation in connection with loans from (a)
Appears in 2 contracts
Samples: Indenture (Cosan Ltd.), Indenture (Cosan Ltd.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except From and after the Effective Date, so long as provided in Section 4.11(b)any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Borrower to:
(i) pay dividends or make any other distributions on any Equity Interests or in respect of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,its Capital Stock;
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary, Subsidiary or to pay any Indebtedness or other obligation owed to the Borrower or any other Restricted Subsidiary of the Borrower; or
(iviii) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any Subsidiary of the foregoing; provided that the encumbrances and restrictions Borrower, except in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the each case for such encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of of:
(A) applicable law, rule, regulation or order;
(iiiB) existing with this Agreement or any Guarantee or any Take-Out Securities or any guarantee in respect thereof;
(C) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Borrower;
(D) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or to the Property properties or assets of any Person, at other than the time such Person or the Property is acquired by properties or assets of the Company or any Person so acquired;
(E) agreements existing on the Effective Date to the extent and in the manner such agreements are in effect on the Effective Date;
(F) the Existing Credit Agreement, an agreement governing other Pari Passu Indebtedness permitted to be incurred hereunder or, with respect to a Restricted Subsidiary, which encumbrances or restrictions: (A) are an agreement evidencing Indebtedness incurred not applicable in violation of this Agreement; provided that, with respect to any agreement governing such other Person Pari Passu Indebtedness or other Indebtedness, as the Property of any other Person; and (B) were not put in place in anticipation of case may be, the provisions relating to such event, and any extensions, renewals, replacements encumbrance or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, restriction are no less favorable to the Borrower or Restricted Subsidiary, as the case may be, in any material respect to as determined by the Holders Board of Directors of the Borrower in its reasonable and good faith judgment than the provisions contained in the Existing Credit Agreement, in the case of such other Pari Passu Indebtedness, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Effective Date;
(G) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien;
(H) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale;
(I) such encumbrances or restrictions being extended, renewed, replaced binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary; provided that such encumbrances or refinanced;
(iv) restrictions are not entered into solely in contemplation of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in such Person becoming a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(vJ) with respect to a Restricted Subsidiary customary provisions in joint venture agreements and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect agreements (in each case relating solely to such Restricted Subsidiary that was the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(viiiK) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (B), (D), (E) and (F) above; provided that the provisions relating to such encumbrance or restriction contained in any such agreement, taken as a whole, are no less favorable to the Borrower in any material respect as determined by the Board of Directors of the Borrower in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (B), (D), (E) and (F);
(L) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(M) restrictions imposed on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, entered into in the standard loan documentation in connection with loans from ordinary course of business; and
(a)N) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Borrower that are not Domestic Restricted Subsidiaries.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Equinix Inc), Bridge Credit Agreement (Equinix Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
of the Company to (ia) pay dividends or make any other distributions on any Equity Interests or in respect of the Restricted Subsidiary owned by the Company its Capital Stock; (b) make loans or any other Restricted Subsidiary,
(ii) advances or pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary,
Subsidiary of the Company; or (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
(ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (b1) The applicable law; (2) this Indenture; (3) customary non-assignment provisions of Section 4.11(aany contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) do any instrument governing Acquired Indebtedness, which encumbrance or restriction is not apply applicable to any encumbrances Person, or restrictions:
the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (i5) agreements existing on the Issue Date as provided for to the extent and in this Indenture or any other the manner such agreements are in effect on the Issue Date, and any extensionsincluding the Credit Agreement; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, renewalsassumed or incurred pursuant to an agreement referred to in clause (2), replacements (4) or refinancings of any of the foregoing(5) above; provided provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in the extension, renewal, replacement or refinancing are, taken as a whole, any such Indebtedness are no less favorable to the Company in any material respect to as determined by the Holders Board of Directors of the Company in their reasonable and good faith judgment than the encumbrances provisions relating to such encumbrance or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put restriction contained in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed agreements referred to in such clause (2), (4) or (5); or (7) customary restrictions on the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is assets subject to a lease or license or (B) by virtue of any Permitted Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)holder of such Liens.
Appears in 2 contracts
Samples: Indenture (Appliance Warehouse of America Inc), Indenture (Coinmach Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b4.08(b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,;
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,;
(iii) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a4.08(a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in the Credit Agreement, this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing areare (as determined in good faith by the Company), taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law, regulation, order, approval, license, permit, grant or similar restriction, in each case, issued or imposed by a governmental authority;
(iii) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary (including those existing by reason of Acquired Debt), or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ax) are not applicable to any other Person or the Property property or assets of any other Person; Person (other than the Subsidiaries of the Person so acquired) and (By) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in clause (iv) of Section 4.11(a)(iv4.08(a) arising or agreed to in the ordinary course of business (including Debt permitted to be incurred, as set forth under Section 4.06, that imposes such restrictions) (A) that restrict in a customary manner the subletting, assignment assignment, licensing or transfer of any Property property or asset that is subject to a lease lease, license or license other agreement or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13this Indenture;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt consisting of any Restricted Subsidiary that is permitted to be Incurred customary restrictions pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesany Permitted Receivables Financing;
(vii) with contained in the terms governing any Debt permitted under this Indenture if (as determined in good faith by the Company) (A) the encumbrances or restrictions are ordinary and customary for a financing of that type and (B) the encumbrances or restrictions either would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or any Guarantor to make payments in respect to a Restricted Subsidiary and imposed of its Note Guaranty;
(viii) required pursuant to a this Indenture;
(ix) consisting of customary provision provisions in a joint ventureventure agreements, asset saleleases, licenses, purchase and sale or stock sale merger agreements or and other similar agreement with respect to such Restricted Subsidiary that was agreements entered into in the ordinary course of business;
(viiix) imposed by that exist as a result of Permitted Liens;
(xi) under any customary provisions with respect to cash or other deposit or net worth requirements under agreements, instruments or contracts entered into in the standard loan documentation ordinary course of business;
(xii) under any agreement, instrument or contract entered into in connection with loans from the incurrence of Debt of the type described in Section 4.06(b)(xvi); or
(axiii) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
, (ii) pay interest on or principal of any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do shall not apply to restrict or prohibit any encumbrances or restrictions:
(i) existing on in the Issue Date as provided for in this Indenture Bank Credit Agreement or any other agreements in effect on the Issue Date;
(ii) in this Indenture or the Securities;
(iii) with respect to any Person or the property or assets of such Person, acquired by the Company or any Restricted Subsidiary and existing prior to such acquisition, which encumbrances or restrictions are not applicable to any extensions, renewals, replacements Person or refinancings the property or assets of any Person other than such Person or the property or assets of the foregoing; provided such Person so acquired;
(iv) in any agreement that the extends, refinances, renews or replaces agreements containing restrictions referred to in clause (i), (ii) or (iii) above, which encumbrances and or restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect pursuant to the agreements that are being extended, renewedrefinanced, replaced renewed or refinancedreplaced;
(iiv) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
case of clause (iv) of the type described in first paragraph of this Section 4.11(a)(iv) arising or agreed to in the ordinary course of business 3.05, (A) that restrict restricting in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license contract or similar property or asset, (B) arising by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to to, or any Property of, Lien on any property or assets of the Company or any Restricted Subsidiary;
Subsidiary not otherwise prohibited by this Indenture or (vC) with respect arising or agreed to a in the ordinary course of business and that do not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Restricted Subsidiary and imposed pursuant in any manner material to an agreement that has been entered into for the sale Company or disposition of all or substantially all of the Capital Stock of, or Property of, the such Restricted Subsidiary that is permitted by Section 4.13Subsidiary;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07constitute Permitted Liens; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;or
(vii) with respect to a Restricted Subsidiary under or by reason of applicable law, rule or regulation (including, without limitation, applicable currency control laws and imposed pursuant to a customary provision applicable state corporate statutes restricting the payment of dividends in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (acertain circumstances).
Appears in 2 contracts
Samples: Indenture (Nutritional Sourcing Corp), Indenture (Nutritional Sourcing Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary,;
(ii2) pay any Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary,;
(iii3) make loans or advances to the Company Issuer or any other Restricted Subsidiary, ; or
(iv4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture or in any other agreements in effect on the Issue Date, and any amendment, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law;
(iii3) existing existing:
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company Issuer or any Restricted Subsidiary; or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in clause (a)(4) of this Section 4.11(a)(iv) 4.09 arising or agreed to (i) in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company Issuer or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.134.12;
(vi6) pursuant to the requirements of any Securitization, Warehousing Facility or Funding Indebtedness with respect to a Restricted any Securitization Entity, special purpose Subsidiary and imposed by any agreement governing Debt of the Issuer or any Restricted Subsidiary formed in connection therewith, in each case that is permitted are exclusively applicable to be Incurred pursuant any Securitization, Warehousing Facility, Funding Indebtedness or Financeable Assets of the Issuer or any Restricted Subsidiary formed in connection therewith or that are, in the good faith judgment of the Issuer, not reasonably expected to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the CompanyIssuer’s ability to pay make principal or interest or principal, when due, payments on the Notesnotes;
(vii7) with respect contained in an instrument governing or relating to a Restricted Subsidiary Debt that is customary, based on general market conditions, and imposed that are, in the good faith judgment of the Issuer’s senior management, not reasonably expected to materially affect the Issuer’s ability to make principal or interest payments on the notes;
(8) required pursuant to a this Indenture; or
(9) customary provision provisions in a joint venture, asset sale, or stock sale venture agreements or and other similar agreement with respect agreements (in each case relating solely to such Restricted Subsidiary that was the respective joint venture or similar entity, its assets or the equity interests therein) entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a).
Appears in 2 contracts
Samples: Indenture (Mr. Cooper Group Inc.), Indenture (Home Point Capital Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in the Credit Agreement, this Indenture or any other agreements or instruments in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no not materially less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv2) existing under or by reason of applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses;
(3) existing (including, without limitation, as part of the type described terms of any Acquired Debt)
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in Section 4.11(a)(iv) arising place in anticipation of such event, and any extensions, renewals, replacements or agreed to refinancings of any of the foregoing, provided the encumbrances and restrictions in the ordinary course of business extension, renewal, replacement or refinancing are, taken as a whole, not materially less favorable to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) (A) that restrict restricts in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Debt of a Restricted Subsidiary (permitted by this Indenture) to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any Property of, reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to purchase money obligations or Capital Lease obligations (permitted by this Indenture) that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements, including, without limitation, any joint venture agreements, and instruments entered into in the ordinary course of business (including but not limited to leases, sale and leaseback agreements, asset sale agreements and joint venture and other similar agreements entered into in the ordinary course of business), or (H) pursuant to customary provisions in Hedging Agreements, permitted by this Indenture;
(v5) with respect to a Restricted Subsidiary (or any of its property or assets) and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi6) with contained in the terms governing any Permitted Refinancing Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions are, taken as a whole, no less favorable in any material respect to a Restricted the Noteholders than those contained in the agreements governing the Debt being refinanced;
(7) any customary encumbrances or restrictions contained in (i) any Credit Facilities extended to any Foreign Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is the Company permitted to be Incurred pursuant under this Indenture or (ii) Debt, Preferred Stock or Disqualified Stock permitted to Section 4.07be Incurred under this Indenture; provided that the encumbrance or restriction is customary Board of Directors determines in comparable transactions and good faith that such restrictions will not materially affect have a material adverse effect on the Company’s ability to pay principal and interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and 8) any customary restrictions imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from a Securitization Financing; or
(a)9) required pursuant to this Indenture.
Appears in 2 contracts
Samples: Senior Notes Indenture (Black Knight Financial Services, Inc.), Senior Notes Indenture (Lender Processing Services, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictions:
: (i) existing on the Issue Closing Date as provided for in the Credit Agreement, this Indenture, the 9% Indenture or any other agreements in effect on the Issue Closing Date, and any modifications, extensions, renewalsrefinancings, substitutions, renewals or replacements or refinancings of any of the foregoingsuch agreements; provided that the encumbrances and restrictions in the extensionany such modifications, renewalextensions, replacement refinancings, substitutions, renewals or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being modified, substituted, extended, renewedrefinanced, replaced renewed or refinanced;
replaced; (ii) existing under or by reason of applicable law;
; (iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions: (A) restrictions are not applicable to any other Person or the Property property or assets of any Person other Person; and (B) were not put in place in anticipation than such Person or the property or assets of such event, and any extensions, renewals, replacements or refinancings of any of the foregoingPerson so acquired; provided the encumbrances and restrictions (iv) in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
case of clause (iv) of the type described in first paragraph of this Section 4.11(a)(iv) arising or agreed to in the ordinary course of business 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license contract or similar property or asset, (B) existing by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Property ofIndebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.13;
Subsidiary; (vi) agreements with respect principal customers restricting the transfer of assets (or entities owning assets) substantially dedicated to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted products sold to be Incurred pursuant to Section 4.07such customers; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to any Restricted Subsidiary that is intended to be a special purpose financing entity and into which the Company and the other Restricted Subsidiaries do not make any material Investment of assets other than accounts receivable and, to the extent required by the financing agreements of such Restricted Subsidiary, cash; (viii) with respect to any Purchase Money Note, or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions may only apply to such Securitization Entity; or (ix) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued (in each case by a Restricted Subsidiary and imposed pursuant to in compliance with Section 4.03) if (A) the encumbrance or restriction applies only in the event of a customary provision in payment default or a joint venture, asset sale, or stock sale agreements or other similar agreement default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Company), (C) the Company determines that any such encumbrance or restriction will not materially affect its ability to make principal or interest payments on the Notes, (D) such encumbrance or restriction expressly states that such Restricted Subsidiary that was entered into shall be entitled to take the actions referred to in clauses (i) through (iv) of the first paragraph of this Section 4.05 in an amount not to exceed 50% of the consolidated net income of such Restricted Subsidiary (after making adjustments thereto in the ordinary course nature of business;
the adjustments referred to in the definition of “Adjusted Consolidated Net Income”) and (viiiE) imposed the Investments made by the standard loan documentation Company and its Restricted Subsidiaries in connection with loans such Restricted Subsidiary are reasonably related to the business of such Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (a)1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Silgan Holdings Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b4.10(b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a4.10(a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture Indenture, the 2026 Notes Indenture, the Transaction Agreements or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law;existing
(iiiA) existing with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv3) of the type described in Section 4.11(a)(iv4.10(a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or lease, license or Purchase Money Obligation or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v4) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi5) with contained in the terms governing any Debt if (as determined in good faith by the Board of Directors)
(i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesbeing refinanced;
(vii6) with respect existing under or by reason of applicable law or any applicable rule, regulation or order;
(7) existing under or by reason of joint venture agreements, minority equity investments and other similar agreements that prohibit actions of the type described in Section 4.10(a) above, which prohibitions are applicable only to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, the entity or stock sale agreements assets that are the subject of such arrangements;
(8) (A) on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers or supplied under agreements entered into in the ordinary course of business;, (B) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary or adversely affect the ability of the Company to make interest and principal payments with respect to the Notes or (C) pursuant to Interest Rate Protection Agreements; or
(viii9) imposed by the standard loan documentation in connection with loans from (a)required pursuant to this Indenture.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company Issuer or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a4.07(a) hereof do not apply to any encumbrances or restrictions:
(i1) existing on in the Issue Date as provided for in Credit Agreement, this Indenture or any other agreements in effect on the Issue Date, and any amendments, supplements, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are(other than an amendment, supplement or modification of this Indenture in accordance with its terms) are no more restrictive, taken as a whole, no less favorable in any material respect to the Holders good faith judgment of the Issuer, than the encumbrances or restrictions being amended, supplemented, modified, extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(iii3) existing existing
(A) under any agreement or instrument (including those governing Debt (including Acquired Debt) or Capital Stock) of any Person, or otherwise with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company Issuer or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of or to provide all or any of the credit support utilized to consummate such event, transaction or series of transactions such event and any amendments, supplements, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the amendment, supplement, modification, extension, renewal, replacement or refinancing areare no more restrictive, taken as a whole, no less favorable in any material respect to respect, in the Holders good faith judgment of the Issuer, than the encumbrances or restrictions being amended, supplemented, modified, extended, renewed, replaced or refinanced;
(iv4) of the type described in clause (4) of this Section 4.11(a)(iv4.07(a) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to to, any Property property or assets of, the Company Issuer or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.134.10 hereof, pending the consummation of such sale or disposition;
(vi6) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred required pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesthis Indenture;
(vii7) with respect to a Restricted Subsidiary and imposed existing pursuant to a customary provision provisions in a partnership agreements, limited liability company organizational governance documents, joint ventureventure and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, asset salelimited liability company, joint venture or stock sale agreements similar Person;
(8) customary provisions consisting of restrictions on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;
(viii9) imposed any instrument governing any Debt or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the standard loan documentation terms of this Indenture;
(10) consisting of customary restrictions pursuant to any Permitted Receivables Financing;
(11) of any Restricted Subsidiary existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 4.04 hereof; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Issuer’s Board of Directors) and (ii) the Issuer determines in good faith that such restrictions will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes;
(12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature described in clause (4) of this Section 4.07(a) on the property so acquired;
(13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(14) contained in any Debt Incurred or Preferred Stock issued by Foreign Restricted Subsidiaries that is permitted to be Incurred after the Issue Date pursuant to Section 4.04(b)(10) hereof;
(15) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); and
(16) any encumbrances or restrictions of the type referred to in Section 4.07(a) hereof imposed by any amendments, supplements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.07(b); provided that such amendments, supplements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, supplement, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans from (a)or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Debt Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Indenture (DineEquity, Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv2) existing under or by reason of applicable law;
(3) existing
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13Sections 4.11 and 4.14;
(vi6) with contained in the terms governing any Debt if (as determined in good faith by the Board of Directors)
(i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred being refinanced; or
(7) required pursuant to clause (b)(2) under Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)4.06.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictions:
(i) existing on the Issue Closing Date as provided for in under the Credit Agreement, this Indenture Indenture, the Notes or any other agreements in effect on the Issue Closing Date, and any amendments, extensions, renewalsrefinancings, renewals or replacements or refinancings of any of the foregoingsuch agreements; provided that the encumbrances and restrictions in the extensionany such amendments, renewalextensions, replacement refinancings, renewals or refinancing are, replacements taken as a whole, whole are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being amended, extended, renewedrefinanced, replaced renewed or refinancedreplaced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)
Appears in 1 contract
Samples: Indenture (PSF Group Holdings Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the Company will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
of the Issuer to (ia)(i) pay dividends or make any other distributions on to the Issuer or any Equity Interests Restricted Subsidiary of the Restricted Subsidiary owned by the Company Issuer (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiary,
interest or participation in, or measured by, its profits or (ii) pay repay any Debt Indebtedness or any other obligation owed to the Company Issuer or any other Restricted Subsidiary,
Subsidiary of the Issuer, (iiib) make loans or advances or capital contributions to the Company Issuer or any other of its Restricted Subsidiary, or
Subsidiaries or (ivc) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided Subsidiaries, except for in this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the such encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date or are no more restrictive in any material respect (including without limitation pursuant to the Senior Credit Facility), (ii) the Indenture, the Notes and the Guarantees, (iii) existing with respect applicable law, (iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or to the Property properties or assets of any Person, at other than the time such Person Person, or the Property is acquired by the Company property or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any assets of the foregoing; provided Person (including any Subsidiary of the encumbrances and restrictions in the extensionPerson), renewalso acquired, replacement (v) any agreement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances instrument governing Indebtedness (whether or restrictions being extended, renewed, replaced or refinanced;
(ivnot outstanding) of the type described Foreign Subsidiaries, (vi) customary non-assignment provisions in Section 4.11(a)(iv) arising leases, licenses or agreed to other agreements entered in the ordinary course of business and consistent with past practices, (Avii) Refinancing Indebtedness; provided that such payment restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (viii) customary restrictions in security agreements or mortgages or similar agreements securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any Property that is the property subject to a lease or license such security agreements and mortgages or (Bix) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) customary restrictions with respect to a Restricted Subsidiary and imposed of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt assets of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)Subsidiary.
Appears in 1 contract
Samples: Indenture (United Industries Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, not and will not permit any of its Restricted Subsidiaries toSubsidiary to directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests the Capital Stock of the Restricted Subsidiary owned by the Company to the Company or any other Restricted Subsidiary,;
(ii2) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,;
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv4) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do . However, the preceding restrictions will not apply to any encumbrances or restrictions:
(i) existing under or by reason of applicable law or governmental rule, regulation or order;
(ii) existing with respect to any Person, or on any property or assets acquired from a Person which is acquired by or merged with or into the Company or any Restricted Subsidiary, or by reason of any Liens on the Issue Date property or assets, or relating to the Indebtedness, of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or restriction relating to Indebtedness of any such Person and, in any such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided for in this Indenture or any other agreements in effect on the Issue Date, that such Liens and any extensions, renewals, replacements or refinancings refinancing thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iii) on any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition; provided that such encumbrances and restrictions and any extensions, renewals, replacements or refinancing thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) in the case of clause (4) above:
(a) that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the foregoingCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture;
(b) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract or contractual right; or
(c) imposed by Purchase Money Indebtedness for property acquired in the ordinary course of business or by Capitalized Lease Obligations permitted under this Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property;
(v) imposed by the standard loan documentation in connection with loans from (i) Banco Nacional de Desenvolvimento Econômico e Social—BNDES (including loans from Financiadora de Estudos e Projetos— FINEP) or any other Brazilian or Argentine governmental development bank (including, without limitation, Fundo de Desenvolvimento do Centro Oeste – FDCO), credit agency or other entity, or (ii) the International Finance Corporation or any other international or multilateral development bank, government sponsored agency, export-import bank or official export-import credit insurer to any Restricted Subsidiary;
(vi) imposed by any agreement governing Indebtedness of the Company or any Restricted Subsidiary that is permitted to be Incurred by the covenant described under Section 4.03; provided that the encumbrance or restriction is customary in comparable financings and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) existing by reason of Liens that secure Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under Section 4.09 above and that limit the right of the debtor to dispose of the assets subject to such Liens;
(viii) imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(ix) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(x) required pursuant to this Indenture; or
(xi) existing on the Issue Date and any amendments, extensions, renewals, replacements or refinancing thereof; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a).
Appears in 1 contract
Samples: Indenture (Adecoagro S.A.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the Company will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, create, cause or permit suffer to exist or become effective or enter into any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions on its Capital Stock (or with respect to any Equity Interests of the Restricted Subsidiary other interest or participation in, or measured by, its profits) owned by the Company Issuer or any other Restricted Subsidiary,
(ii) Subsidiary or pay any Debt Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary,
, (iiiii) make loans or advances to the Company Issuer or any other Restricted SubsidiarySubsidiary or (iii) sell, or
(iv) lease or transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary.
(b) The preceding provisions of Section 4.11(a3.4(a) do will not apply to any the following encumbrances or restrictionsrestrictions existing under or by reason of:
(i) existing any encumbrance or restriction in existence on the Issue Date, including those required by the Senior Secured Credit Facilities or by any other agreement or documents entered into in connection with the Senior Secured Credit Facilities;
(ii) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);
(iii) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary (including any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture) or merges, consolidates or amalgamates with or into the Issuer or a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary of the Issuer, but not created in connection with, or in anticipation of, such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person and its Subsidiaries or the property or assets of such Person becoming a Restricted Subsidiary and its Subsidiaries;
(iv) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or its Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date as provided for pursuant to Section 3.2 and (A) in this Indenture the good faith judgment of the Issuer (or any other agreements Parent Entity on behalf of the Issuer), such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole (as conclusively determined in good faith by the Issuer or any Parent Entity on behalf of the Issuer) than those contained in the Notes or the Senior Secured Credit Facilities as in effect on the Issue DateDate or, and with respect to this clause (C), generally represent market terms (as conclusively determined in good faith by the Issuer or any extensions, renewals, replacements or refinancings of any Parent Entity on behalf of the foregoing; provided that Issuer) at the encumbrances time of incurrence or issuance and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinancedare imposed solely on such Restricted Subsidiary and its Subsidiaries;
(iiv) existing under customary provisions in any lease, sub-lease contract, license, sublicense or by reason similar agreement of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company Issuer or any Restricted Subsidiary, which encumbrances Subsidiary or restrictions: (A) are not applicable to any other Person or provisions in agreements that restrict the Property of any other Person; and (B) were not put in place in anticipation assignment of such eventagreement or any rights thereunder, and any extensionsin each case, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to entered into in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right consistent with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13past practice;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest by reason of applicable law, rule, regulation or principal, when due, on the Notesorder;
(vii) with respect any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees;
(viii) any encumbrance or restriction under an agreement relating to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venturedisposition of assets or Capital Stock, asset saleincluding, or stock without limitation, any agreement for the sale agreements or other similar agreement with respect to such Restricted disposition of or by a Subsidiary that was restricts distributions by that Subsidiary pending its sale or other disposition;
(ix) restrictions on cash, Cash Equivalents and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(viiix) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to a joint venture;
(xi) purchase money obligations (including Capitalized Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of Section 3.4(a);
(xii) Secured Indebtedness and Liens permitted to be Incurred under this Indenture, including the provisions described in Section 3.2 and Section 3.6 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) encumbrances or restrictions in connection with any receivables or factoring transaction that the Issuer or any Restricted Subsidiary determines (in the good faith judgment of the Issuer or any Parent Entity) is necessary or advisable to effectuate such transaction;
(xiv) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 3.6 or arising in connection with any Permitted Liens;
(xv) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(xvi) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and
(xvii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 3.4(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the standard loan documentation contracts, instruments or obligations referred to in connection clauses (i) through (xvi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are, in the good faith judgment of the Issuer (or any Parent Entity on behalf of the Issuer), not materially more restrictive with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Refinancing.
(c) For purposes of determining compliance with this Section 3.4, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans from (a)and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Indenture (CPG Newco LLC)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
Subsidiary (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictions:
: (i) existing on the Issue Closing Date as provided for in the Credit Agreement, this Indenture or any other agreements in effect on the Issue Closing Date, and any modifications, extensions, refinancings, renewals, substitutions or replacements or refinancings of any of the foregoingsuch agreements; provided that the encumbrances and restrictions in the extensionany such modifications, renewalextensions, replacement refinancings, renewals, substitutions or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being modified, extended, refinanced, renewed, replaced substituted or refinanced;
replaced; (ii) existing under or by reason of applicable law;
; (iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions: (A) restrictions are not applicable to any other Person or the Property property or assets of any Person other Person; and (B) were not put in place in anticipation than such Person or the property or assets of such event, and any extensions, renewals, replacements or refinancings of any of the foregoingPerson so acquired; provided the encumbrances and restrictions (iv) in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
case of clause (iv) of the type described in first paragraph of this Section 4.11(a)(iv) arising or agreed to in the ordinary course of business 4.11 (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license contract or similar property or asset, (B) existing by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Property ofIndebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.13;
Subsidiary; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a Restricted Subsidiary and imposed by any financial covenant contained in such Indebtedness or agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that (other than a covenant directly or indirectly including such encumbrance or restriction itself), (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable transactions financings and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company’s 's ability to pay make principal or interest or principal, when due, payments on the Notes;
(vii) with respect to a . Nothing contained in this Section 4.11 shall prevent the Company or any Restricted Subsidiary and imposed pursuant from (1) creating, incurring, assuming or suffering to a customary provision exist any Liens otherwise permitted in a joint venture, asset sale, Section 4.9 or stock (2) restricting the sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)disposition
Appears in 1 contract
Samples: Indenture (Cke Restaurants Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements or instruments in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv2) existing under or by reason of applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses;
(3) existing (including, without limitation, as part of the type described terms of any Acquired Debt)
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in Section 4.11(a)(iv) arising place in anticipation of such event, and any extensions, renewals, replacements or agreed to refinancings of any of the foregoing, provided the encumbrances and restrictions in the ordinary course of business extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) (A) that restrict restricts in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Debt of a Restricted Subsidiary (permitted by the Indenture) to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any Property of, reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to purchase money obligations or Capital Lease obligations (permitted by the Indenture) that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements, including, without limitation, any joint venture agreements, and instruments entered into in the ordinary course of business (including but not limited to leases, sale and leaseback agreements, asset sale agreements and joint venture and other similar agreements entered into in the ordinary course of business), or (H) pursuant to customary provisions in Hedging Agreements, permitted by the Indenture;
(v5) with respect to a Restricted Subsidiary (or any of its property or assets) and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi6) with contained in the terms governing any Permitted Refinancing Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions are, taken as a whole, no less favorable in any material respect to a Restricted the Noteholders than those contained in the agreements governing the Debt being refinanced;
(7) any customary encumbrances or restrictions contained in (i) any Credit Facilities extended to any Foreign Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is the Company permitted to be Incurred pursuant under the Indenture or (ii) Debt, Preferred Stock or Disqualified Stock permitted to Section 4.07be Incurred under the Indenture; provided that the encumbrance or restriction is customary Board of Directors determines in comparable transactions and good faith that such restrictions will not materially affect have a material adverse effect on the Company’s ability to pay principal and interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and 8) any customary restrictions imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from a Securitization Financing; or
(a)9) required pursuant to the Indenture.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements or instruments in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no not materially less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv2) existing under or by reason of applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses;
(3) existing (including, without limitation, as part of the type described terms of any Acquired Debt)
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in Section 4.11(a)(iv) arising place in anticipation of such event, and any extensions, renewals, replacements or agreed to refinancings of any of the foregoing, provided the encumbrances and restrictions in the ordinary course of business extension, renewal, replacement or refinancing are, taken as a whole, not materially less favorable to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) (A) that restrict restricts in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Debt of a Restricted Subsidiary (permitted by the Indenture) to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any Property of, reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to purchase money obligations or Capital Lease obligations (permitted by the Indenture) that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements, including, without limitation, any joint venture agreements, and instruments entered into in the ordinary course of business (including but not limited to leases, sale and leaseback agreements, asset sale agreements and joint venture and other similar agreements entered into in the ordinary course of business), or (H) pursuant to customary provisions in Hedging Agreements, permitted by the Indenture;
(v5) with respect to a Restricted Subsidiary (or any of its property or assets) and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi6) with contained in the terms governing any Permitted Refinancing Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions are, taken as a whole, no less favorable in any material respect to a Restricted the Noteholders than those contained in the agreements governing the Debt being refinanced;
(7) any customary encumbrances or restrictions contained in (i) any Credit Facilities extended to any Foreign Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is the Company permitted to be Incurred pursuant under the Indenture or (ii) Debt, Preferred Stock or Disqualified Stock permitted to Section 4.07be Incurred under the Indenture; provided that the encumbrance or restriction is customary Board of Directors determines in comparable transactions and good faith that such restrictions will not materially affect have a material adverse effect on the Company’s ability to pay principal and interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and 8) any customary restrictions imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from a Securitization Financing; or
(a)9) required pursuant to the Indenture.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictions:
restrictions that: (i) existing on exist in the Issue Date as provided for in Bank Credit Agreement, this Indenture Indenture, the Subsidiary Guarantees or any other agreements in effect on the Issue Closing Date, and any extensions, renewalsrefinancings, renewals or replacements or refinancings of any of the foregoingsuch agreements; provided that the encumbrances and restrictions in the extensionany such extensions, renewalrefinancings, replacement renewals or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being extended, renewedrefinanced, replaced renewed or refinanced;
replaced; (ii) existing exist under or by reason of applicable law;
; (iii) existing exist with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions: (A) restrictions are not applicable to any other Person or the Property property or assets of any Person other Person; and (B) were not put in place in anticipation than such Person or the property or assets of such event, and any extensions, renewals, replacements or refinancings of any of the foregoingPerson so acquired; provided the encumbrances and restrictions (iv) in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
case of clause (iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business 4.05(a), (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license contract or similar property or asset, (B) exist by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arise or are agreed to in the ordinary course of business, not relating to any Property ofIndebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)-41- 45
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Closing Date as provided for in this the Senior Secured Notes Indenture or any other agreements in effect on the Issue Closing Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing, taken as a whole, are not materially less favorable to the LC Participants than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(2) existing in the Credit Facilities (including pursuant to the Credit Documents);
(3) existing under or by reason of applicable law or governmental regulation;
(4) existing
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders LC Participants than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv5) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from clause (a)
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (McDermott International Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,;
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,;
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture or in any other agreements in effect on the Issue DateDate (including the 2020 Senior Unsecured Notes Indenture and the 2021 Senior Unsecured Notes Indenture), and any amendment, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law;
(iii3) existing existing:
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary; or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in clause (a)(4) of this Section 4.11(a)(iv) 4.09 arising or agreed to (i) in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.134.12;
(vi6) pursuant to the requirements of any Securitization, Warehousing Facility, Funding Indebtedness with respect to a Restricted any Securitization Entity, special purpose Subsidiary and imposed by any agreement governing Debt of the Company or any Restricted Subsidiary formed in connection therewith, in each case that is permitted are exclusively applicable to be Incurred pursuant any Securitization Warehousing Facility, Funding Indebtedness or Financeable Assets of the Company or any Restricted Subsidiary formed in connection therewith or that are, in the good faith judgment of the Company, not reasonably expected to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay make principal or interest or principal, when due, payments on the Notes;
(vii7) with respect contained in an instrument governing or relating to a Restricted Subsidiary Debt that is customary, based on general market conditions, and imposed that are, in the good faith judgment of the Company’s senior management, not reasonably expected to materially affect the Company’s ability to make principal or interest payments on the Notes;
(8) required pursuant to a this Indenture; or
(9) customary provision provisions in a joint venture, asset sale, or stock sale venture agreements or and other similar agreement with respect agreements (in each case relating solely to such Restricted Subsidiary that was the respective joint venture or similar entity, its assets or the equity interests therein) entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a).
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,;
(ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary,;
(iii) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictionsrestrictions that:
(i) existing on exist in the Issue Date as provided for in Existing Credit Facility, the Senior Note Indenture, this Indenture or any other agreements in effect on the Issue Closing Date, and any extensions, renewalsrefinancings, renewals or replacements or refinancings of any of the foregoingsuch agreements; provided that the encumbrances and restrictions in the extensionany such extensions, renewalrefinancings, replacement renewals or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders holders than the those encumbrances or restrictions that are then in effect and that are being extended, renewedrefinanced, replaced renewed or refinancedreplaced;
(ii) existing exist under or by reason of applicable law;
(iii) existing exist with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions: (A) restrictions are not applicable to any other Person or the Property property or assets of any Person other Person; and (B) were not put in place in anticipation than such Person or the property or assets of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinancedPerson so acquired;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course case of business clause (iv) of paragraph (a) of this Section 4.06,
(A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license contract or similar property or asset,
(B) exist by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to or Lien on, any Property ofproperty or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(C) arise or are agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and Subsidiary, are imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.13Subsidiary;
(vi) with respect to exist under a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07Receivables Program; provided that the encumbrance or restriction is customary encumbrances and restrictions in comparable transactions such Receivables Program are no less favorable in any material respect to the holders than the encumbrances and will not materially affect restrictions in the Company’s ability to pay interest or principal, when due, on the NotesExisting Credit Facility;
(vii) with respect exist under Purchase Money Indebtedness and Capitalized Lease Obligations permitted to a Restricted Subsidiary and imposed be incurred pursuant to a customary provision in a joint venture, asset sale, clause (b)(ix) of Section 4.03 that impose limitations of the type described above under clause (iv) of this Section relating solely to the property or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of businessassets being financed thereby;
(viii) imposed by requiring the standard loan documentation subordination in connection with loans right of payment of any intercompany obligations between the Company and its Restricted Subsidiaries to any Senior Indebtedness; or
(ix) restrictions contained in any documents governing any Senior Indebtedness incurred after the Closing Date which are not more restrictive than those contained in the Existing Credit Facility. Nothing contained in this Section 4.06 shall prevent the Company or any Restricted Subsidiary from (a)1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.10 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(iii3) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to to, any Property property or assets of, the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.134.10;
(vi6) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred required pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the NotesIndenture;
(vii7) with respect to a Restricted Subsidiary and imposed existing pursuant to a customary provision provisions in a partnership agreements, limited liability company organizational governance documents, joint ventureventure and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, asset salelimited liability company, joint venture or stock sale agreements similar Person;
(8) consisting of restrictions on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;
(viii9) any instrument governing any Debt or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the Indenture;
(10) consisting of customary restrictions pursuant to any Permitted Receivables Financing;
(11) existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 4.04; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes;
(12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature discussed in Section 4.07(a)(4) on the property so acquired;
(13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and
(14) any encumbrances or restrictions of the type referred to in paragraph (a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the standard loan documentation contracts, instruments or obligations referred to in connection clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans from (a)or advances made to the Company or a Restricted Subsidiary of the Company to other Debt Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (ia)(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by to the Company or any other Restricted Subsidiary,
Subsidiary (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt or other obligation indebtedness owed to the Company or any other Restricted Subsidiary,
Subsidiary or (iiib) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (ivc) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do not apply to any , except for such encumbrances or restrictions:
restrictions existing under or by reason of (i) existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
; (iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put customary nonassignment provisions in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was leases entered into in the ordinary course of business;
business and consistent with past practices; (viiiiv) imposed Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; or (v) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated; provided, however, that such agreements are not entered into in anticipation or contemplation of such designation. Nothing contained in this covenant shall prevent the Company or any Restricted Subsidiary from granting any Lien permitted by the standard loan documentation in connection with loans from (a)Section 4.10.
Appears in 1 contract
Samples: Indenture (Boyd Gaming Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b4.10(b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a4.10(a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture Indenture, the 2028 Notes Indenture, the Transaction Agreements or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law;existing
(iiiA) existing with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv3) of the type described in Section 4.11(a)(iv4.10(a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or lease, license or Purchase Money Obligation or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v4) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi5) with contained in the terms governing any Debt if (as determined in good faith by the Board of Directors)
(i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesbeing refinanced;
(vii6) with respect existing under or by reason of applicable law or any applicable rule, regulation or order;
(7) existing under or by reason of joint venture agreements, minority equity investments and other similar agreements that prohibit actions of the type described in Section 4.10(a) above, which prohibitions are applicable only to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, the entity or stock sale agreements assets that are the subject of such arrangements;
(8) (A) on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers or supplied under agreements entered into in the ordinary course of business;, (B) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary or adversely affect the ability of the Company to make interest and principal payments with respect to the Notes or (C) pursuant to Interest Rate Protection Agreements; or
(viii9) imposed by the standard loan documentation in connection with loans from (a)required pursuant to this Indenture.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any its Equity Interests of the Restricted Subsidiary owned by to the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture the Credit Agreement, the Transaction Documents or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(ii2) existing pursuant to this Indenture, the Notes, the Exchange Notes or the Note Guaranty (and any Additional Notes and related Note Guarantees);
(3) existing under or by reason of applicable law, rule, regulation, approval, license, permit or order;
(iii4) existing under any agreements or other instruments of, or with respect to to:
(A) any Person, or to the Property property or assets of any Person, at the time the Person or property or assets of such Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; , provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(iv5) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to (i) in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (Biii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted by Section 4.13this Indenture;
(vi7) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in the agreements governing the Debt being refinanced;
(8) consisting of restrictions on cash or other deposits or net worth imposed by customers, lessors, suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business;
(9) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Leases or operating leases that impose encumbrances or restrictions discussed in clause (a)(4) above on the property so acquired or covered thereby;
(10) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary or Restricted Subsidiary which is not a Guarantor, which restrictions are customary for a financing or agreement of such type;
(11) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements, Sale and Leaseback Transactions and stock sale agreements required in connection with the entering into of such transaction;
(12) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(13) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and imposed any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary;
(14) any customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary in connection with a Sale and Leaseback Transaction; or
(15) existing pursuant to any agreement governing or instrument relating to any Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant subsequent to the Issue Date by Section 4.07; provided that 4.06 (A) if the encumbrance and restrictions contained in any such agreement or instrument are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances and restrictions contained in the Credit Agreement in effect as of the Issue Date (as determined in good faith by the Company) or (B) such encumbrance or restriction is, taken as a whole, no less favorable in any material respect to the Noteholders than is customary in comparable transactions financings (as determined in good faith by the Company) and the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to pay make principal or interest or principal, when due, payments on the Notes;
(vii) with respect to a Restricted Subsidiary Notes as and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)when they become due.
Appears in 1 contract
Samples: Indenture (SunCoke Energy, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the Company will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)
Appears in 1 contract
Samples: Indenture (Natura &Co Holding S.A.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing (a) on the Issue Date as provided for in this the Indenture or any other agreements in effect on the Issue Date, or (b) existing on the Completion Date in the Credit Agreement or any other agreement relating to the Transactions (in each case on the terms described in the Offering Circular), and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(iii3) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license, (ii) are contained in agreements related to the license of copyrighted or patented materials or other intellectual property or (Biii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.134.12;
(vi6) encumbrances or restrictions that are customary provisions in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements or other similar arrangements with respect to the disposition or distribution of assets or property subject to such agreements;
(7) any other agreements governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;
(8) any restriction with respect to the Company or a Restricted Subsidiary and (or any of its property or assets) imposed by customary provisions in Hedging Agreements not entered into for speculative purposes;
(9) existing under, by reason of or with respect to Debt Incurred by any agreement governing Debt of any Restricted Subsidiary that is Guarantor permitted to be Incurred under Section 4.06; or
(10) required pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)Indenture.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in this Indenture the Credit Agreement, the Indenture, or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (A1) are not applicable to any other Person or the Property property or assets of any other Person; Person and (B2) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(ivclause (a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principalbeing refinanced, when due, on the Notes;or
(vii) with respect to a Restricted Subsidiary and imposed required pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)Indenture.
Appears in 1 contract
Samples: Note (Neenah Foundry Co)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,;
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,;
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture or in any other agreements in effect on the Issue DateDate (including the 2025 Senior Notes Indenture, the 2027 Senior Notes Indenture and the 2029 Senior Notes Indenture), and any amendment, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law;
(iii3) existing existing:
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary; or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in clause (a)(4) of this Section 4.11(a)(iv) 4.09 arising or agreed to (i) in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company United Wholesale Mortgage, LLC or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.134.12;
(vi6) pursuant to the requirements of any Securitization, Warehousing Facility or Funding Indebtedness with respect to a Restricted any Securitization Entity, special purpose Subsidiary and imposed by any agreement governing Debt of the Company or any Restricted Subsidiary formed in connection therewith, in each case that is permitted are exclusively applicable to be Incurred pursuant any Securitization, Warehousing Facility, Funding Indebtedness or Financeable Assets of the Company or any Restricted Subsidiary formed in connection therewith or that are, in the good faith judgment of the Company, not reasonably expected to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay make principal or interest or principal, when due, payments on the Notes;
(vii7) with respect contained in an instrument governing or relating to a Restricted Subsidiary Debt that is customary, based on general market conditions, and imposed that are, in the good faith judgment of the Company’s senior management, not reasonably expected to materially affect the Company’s ability to make principal or interest payments on the Notes;
(8) required pursuant to a this Indenture; or
(9) customary provision provisions in a joint venture, asset sale, or stock sale venture agreements or and other similar agreement with respect agreements (in each case relating solely to such Restricted Subsidiary that was the respective joint venture or similar entity, its assets or the equity interests therein) entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a).
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of the such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
, (ii) pay any Debt Indebtedness or other obligation obligations owed to the Company or any other Restricted Subsidiary,
, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or
Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions of Section 4.11(a) do shall not apply to restrict any encumbrances or restrictions:
: (i) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements in effect on the Issue Date, and any extensions, renewalsamendments, refinancings, renewals or replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extensionany such extensions, renewalamendments, replacement refinancings, renewals or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being extended, renewedamended, replaced refinanced, renewed or refinanced;
replaced; (ii) existing under or by reason of applicable law;
; (iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is property or assets of such Person acquired by the Company or any Restricted SubsidiarySubsidiary and existing at the time of such acquisition, which encumbrances or restrictions: restrictions (A) are not applicable to any other Person or the Property property or assets of any Person other Person; than such Person or the property or assets of such Person so acquired and (B) were not put in place in anticipation of such eventacquisition, and any extensions, renewalsrefinancings, renewals or replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extensionany such extensions, renewalrefinancings, replacement renewals or refinancing are, taken as a whole, replacements are no less favorable in any material respect to the Holders than the those encumbrances or restrictions that are then in effect and that are being extended, renewedrefinanced, replaced renewed or refinanced;
replaced; (iv) in the case of clause (iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business preceding paragraph, (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance or license or contract, (B) existing by virtue of any Lien ontransfer of, or agreement to transfer, option or similar right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Property ofIndebtedness and, that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the such Restricted Subsidiary that is permitted by Section 4.13;
or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable transactions financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company’s 's ability to pay make principal or interest or principal, when due, payments on the Notes;
(vii) with respect to a Securities. Nothing contained in the preceding paragraph shall prevent the Company or any Restricted Subsidiary and imposed pursuant from (1) creating, incurring, assuming or permitting to a customary provision in a joint venture, asset sale, exist any Lien otherwise not prohibited by the Indenture or stock (2) restricting the sale agreements or other similar agreement with respect to such disposition of property or assets of the Company or any of its Restricted Subsidiary Subsidiaries that was entered into in secure Indebtedness of the ordinary course Company or any of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Zd Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in this Indenture the Credit Agreement, the Indenture, the Security Documents or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (A1) are not applicable to any other Person or the Property property or assets of any other Person; Person and (B2) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(ivclause (a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principalbeing refinanced, when due, on the Notes;or
(vii) with respect to a Restricted Subsidiary and imposed required pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)Indenture.
Appears in 1 contract
Samples: Indenture (Neenah Foundry Co)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in the Credit Agreement, this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are, taken as a wholein the good faith judgment of the Company, no less favorable more restrictive in any material respect with respect to the Holders such encumbrances and other restrictions taken as a whole than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(iii3) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a wholein the good faith judgment of the Company, no less favorable more restrictive in any material respect with respect to the Holders such encumbrances and other restrictions taken as a whole than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to to, any Property of, property or assets of the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.134.10;
(vi6) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred required pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesthis Indenture;
(vii7) with respect to a Restricted Subsidiary and imposed existing pursuant to a customary provision provisions in a partnership agreements, limited liability company organizational governance documents, joint ventureventure and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, asset salelimited liability company, joint venture or stock sale agreements similar Person;
(8) consisting of restrictions on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;
(viii9) existing pursuant to any instrument governing any Debt or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture;
(10) consisting of customary restrictions pursuant to any Permitted Receivables Financing;
(11) existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 4.04; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company) and (ii) the Company determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes;
(12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature discussed in Section 4.07(a)(4) on the property so acquired;
(13) contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and
(14) of the type referred to in paragraph (a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the standard loan documentation contracts, instruments or obligations referred to in connection clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans from (a)or advances made to the Company or a Restricted Subsidiary of the Company to other Debt Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Samples: Indenture (Ruby Tuesday Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
of the Company to (i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company its Capital Stock or any other Restricted Subsidiary,
(ii) pay any Debt or other obligation owed to the Company or any other a Restricted Subsidiary,
Subsidiary of the Company, (iiiii) make loans or advances to the Company or any other a Restricted Subsidiary, or
Subsidiary of the Company or (iviii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a) do not apply to any Company, except for encumbrances or restrictions:
restrictions existing under or by reason of (iA) applicable law, (B) the Indenture, (C) agreements existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, (D) the Credit Facility, (E) customary non-assignment provisions of any lease or contract governing a leasehold interest of the Company or a Restricted Subsidiary of the Company, (F) any instrument governing or evidencing Acquired Debt of a Person at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or such Person's property or assets, so acquired, PROVIDED that such Debt, and such encumbrance or restriction, is not incurred in connection with, or in contemplation of, such acquisition, (G) any extensions, renewals, replacements encumbrances or restrictions contained in any Debt governing any refinancings of any the Debt or renewals of the foregoing; provided other agreements referred to in clauses (C) or (F), PROVIDED that the encumbrances and restrictions contained in any such refinancing agreement or amendment, supplement, renewal or other modification are not materially less favorable to the extensionHolders than encumbrances and restrictions contained in such agreements, renewal(H) customary restrictions on such dividends, replacement distributions, loans, advances or refinancing transfers contained in agreements governing joint operating agreements and joint ventures and shareholders agreements with minority shareholders, (I) restrictions with respect to a Person that exist at the time such Person is acquired by the Company or any Restricted Subsidiary (except to the extent put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, (J) restrictions in agreements governing Debt incurred after the Issue Date that are, taken as a whole, no less favorable in any material respect to the Holders than restrictions contained in agreements governing Debt in effect on the encumbrances or Issue Date, (K) customary restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or on transfer of any Property that is assets subject to a lease or license or (B) by virtue of any Lien on, or sale agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in compliance with the ordinary course Indenture and (L) restrictions on assignment of business;
(viii) imposed by the standard loan documentation in connection with loans assets arising from (a)Liens on such assets that are permitted under this Indenture.
Appears in 1 contract
Samples: Indenture (Medianews Group Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i) existing on the Issue Date as provided for in the Credit Agreements, this Indenture Indenture, the Security Documents or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions: restrictions (A1) are not applicable to any other Person or the Property property or assets of any other Person; Person and (B2) were not put in place in anticipation of such event, event and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(ivclause (a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07being refinanced; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;or
(vii) with respect to a Restricted Subsidiary and imposed required pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)this Indenture.
Appears in 1 contract
Samples: Indenture (NFC Castings Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company Issuer or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture the Credit Agreement, the First-Priority Security Documents, the Indenture, the Security Documents or any other agreements in effect on the Issue Date, and any amendments, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being amended, modified, extended, renewed, replaced or refinanced;
(2) existing under or by reason of applicable law, rule, regulation or order; (3) existing:
(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Issuer or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from (a)
Appears in 1 contract
Samples: Indenture (Roundy's, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Senior Credit Facility, the Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(iii3) existing existing
(A) with respect to any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, or
(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; which encumbrances or restrictions: restrictions (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; , provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv4) of the type described in Section 4.11(a)(ivclause (a)(4) arising or agreed to in the ordinary course of business (Ai) that restrict in a customary manner the subletting, assignment or transfer of any Property property, including intellectual property, or asset that is subject to a lease or license or (Bii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted Subsidiary;
(v5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary that is permitted by Section 4.13the Indenture;
(vi6) with contained in the terms governing any Permitted Refinancing Debt if the encumbrances and restrictions, are, taken as a whole, no less favorable in any material respect to a Restricted Subsidiary and imposed by any agreement the Noteholders than those contained in the agreements governing the Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notesbeing refinanced;
(vii7) with respect to a Restricted Subsidiary and imposed consisting of customary restrictions pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements any Permitted Receivables Financing;
(8) required pursuant to the Indenture;
(9) on cash or other similar agreement with respect to such Restricted Subsidiary that was deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness consistent with past practice;
(viii10) consisting of customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business consistent with past practice; and
(11) imposed by any agreement relating to Debt permitted by the standard loan documentation in connection with loans from (a)Indenture, if such restrictions or conditions apply only to the property or assets securing such Debt and/or only to the Restricted Subsidiary incurring such Debt or its Subsidiaries.
Appears in 1 contract
Samples: Indenture (Seagate Technology)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(bparagraph (b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(aparagraph (a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this the Credit Agreement, the Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii) existing under or by reason of applicable law;
(iii) existing with respect to any Person, or to the Property of any Person, at the time such Person or the Property is acquired by the Company or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv2) existing under or by reason of applicable law;
(3) existing
(A) with respect to any Person, or with respect to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or 50 57 (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(viii) imposed by the standard loan documentation in connection with loans from clause (a)
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b), the Company will The Issuer shall not, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiary Subsidiaries to:
(i) pay dividends or make any other distributions on any Equity Interests of its Capital Stock to the Restricted Subsidiary owned by the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiary,Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
(ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(iii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary, Subsidiary shall not be deemed a restriction on the ability to make loans or advances): or
(iviii) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries.
(b) The provisions of restrictions set forth in Section 4.11(a4.09(a) do shall not apply to any encumbrances or restrictionsrestrictions existing under or by reason of:
(i1) existing agreements governing Indebtedness as in effect on the Issue Date (including, without limitation, the Indebtedness under the Revolving Credit Facility) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive (as provided for determined in this Indenture good faith by the Board of Directors or any Senior Management), taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date;
(2) this Indenture, the Securities, the Guarantees herein and any extensionsthe Collateral Documents, renewals, replacements or refinancings of any other indentures or agreements governing Indebtedness of the foregoingIssuer or any Restricted Subsidiary ranking equally with the Securities; provided that the encumbrances and restrictions in the extension, renewal, replacement such indentures or refinancing areagreements are not materially more restrictive, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinancedimposed by this Indenture;
(ii3) existing under or by reason of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit provided by any governmental authority;
(iii4) existing any instrument governing Indebtedness or Equity Interests or any agreement of a Person (including its Subsidiaries) acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred, or such agreement was entered into, in connection with respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or to the Property properties or assets of any Person, at other than the time such Person Person, or the Property is property or assets of the Person, so acquired (including its Subsidiaries); provided that, in the case of Indebtedness, such Indebtedness was permitted by the Company or terms of this Indenture to be Incurred;
(5) any Restricted Subsidiary, which encumbrances or restrictions: (A) agreement existing on the Issue Date to the extent and in the manner such agreements are not applicable to any other Person or in effect on the Property of any other Person; and (B) were not put in place in anticipation of such event, Issue Date and any extensionsamendments, modifications, restatements, renewals, supplements or replacements or refinancings of any of the foregoingthereof; provided that such amendments, modifications, restatements, renewals, supplements or replacements are not materially restrictive (as determined in good faith by the encumbrances and restrictions in the extension, renewal, replacement Board of Directors or refinancing areSenior Management), taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Restricted Subsidiary;
(v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.13;
(vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date;
(6) customary non-assignment provisions in leases, licenses, franchise agreements, conveyances and other commercial agreements entered into in the ordinary course of business;
(viii7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in Section 4.09(a)(iii);
(8) any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending such sale or other disposition;
(9) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limit the right of the Issuer or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements, which encumbrance or restriction is applicable only to the assets that are the subject of such agreements;
(11) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to Indebtedness, that do not detract from the value of the property or assets of the Issuer and its Restricted Subsidiaries in any manner material to the Issuer and its Restricted Subsidiaries;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the standard loan documentation ordinary course of business;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in connection comparable financings (as determined in good faith by the Board of Directors) and that the management of the Issuer determines in good faith will not materially impair the Issuer’s ability to make scheduled payments as required under the Securities;
(14) agreements with loans from respect to Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to Section 4.05 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Holders than is customary in comparable financings (aas determined in good faith by the Board of Directors or Senior Management); and
(15) any agreement that extends, renews, amends, modifies, restates, supplements, refunds, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14), or in this clause (15); provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Holders than those under or pursuant to the agreement so extended, renewed, amended, modified, restated, supplemented, refunded, refinanced or replaced (as determined in good faith by the Board of Directors or Senior Management).
Appears in 1 contract
Samples: Indenture (SFX Entertainment, INC)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in Section 4.11(b4.10(b), the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) pay dividends or make any other distributions on any its Equity Interests of the Restricted Subsidiary owned by to the Company or any other Restricted Subsidiary,;
(ii2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,;
(iii3) make loans or advances to the Company or any other Restricted Subsidiary, ; or
(iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.11(a4.10(a) do not apply to any encumbrances or restrictions:
(i1) existing on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(ii2) existing pursuant to this Indenture, the Notes or the Note Guarantee, or any Exchange Notes or Exchange Note Guarantees;
(3) existing under or by reason of applicable law, rule, regulation or order;
(iii4) existing under any agreements or other instruments of, or with respect to to:
(A) any Person, or to the Property property or assets of any Person, at the time such the Person or the Property is acquired by the Company or any Restricted Subsidiary, ; or
(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; which encumbrances or restrictions: restrictions referred to in Section 4.10(b)(4): (Ai) are not applicable to any other Person or the Property property or assets of any other Person; Person and (Bii) were not put in place in anticipation of such event, event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; , provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(iv) of the type described in Section 4.11(a)(iv5) arising or agreed to (i) in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property property or asset that is subject to a lease lease, license, conveyance, sale-leaseback agreement or license similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (Biii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property property or assets of, the Company or any Restricted SubsidiarySubsidiary permitted under this Indenture;
(v6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted not prohibited by Section 4.13this Indenture;
(vi7) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred existing pursuant to Section 4.07Permitted Refinancing Debt; provided that the encumbrance or restriction is customary encumbrances and restrictions contained in comparable transactions and will not materially affect the Company’s ability agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to pay interest or principal, when due, on the NotesNoteholders than those contained in the agreements governing the Debt being refinanced;
(vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements 8) consisting of restrictions on cash or other similar agreement with respect to such Restricted Subsidiary that was entered into deposits or net worth imposed by customers, lessors, landlords or suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business;
(viii9) imposed by existing pursuant to purchase money obligations for property acquired in the standard loan documentation ordinary course of business and Capital Leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby;
(10) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary, which restrictions are customary for a financing or agreement of such type, and which are otherwise permitted under this Indenture;
(11) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements, sale-leaseback agreements and stock sale agreements required in connection with loans from the entering into of such transaction;
(a12) existing pursuant to any agreement or instrument relating to any Debt or Preferred Stock permitted to be Incurred subsequent to the Issue Date by Section 4.06 if the encumbrance and restrictions contained in any such agreement or instrument will not (in the good faith judgment of the Company) impair the Company’s ability to make principal and interest payments on the Notes; or
(13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing of the contracts, instruments or obligations referred to in any of Section 4.10(b)(1) through Section 4.10(b)(12); provided that such amendments or refinancing are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Indenture (Molycorp, Inc.)
