Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company 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 on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order; (2) the Indenture, the Notes and any Guarantees; (3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale; (9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6); (12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby; (13) 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 ordinary course of business; and (14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.
Appears in 3 contracts
Samples: Fourth Supplemental Indenture (Equinix Inc), Third Supplemental Indenture (Equinix Inc), First Supplemental Indenture (Equinix Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 4.09(b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
(a1) pay dividends or make any other distributions on any Equity Interests of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;any other Restricted Subsidiary,
(b2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of the Company, except in each case for such Section 4.09(a) do not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1) applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to in this Indenture, the extent and in Guarantees, the manner such Collateral Documents or any other agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture orand any extensions, with respect to a Restricted Subsidiaryrenewals, an agreement evidencing Indebtedness incurred not in violation replacements or refinancings of any of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) aboveforegoing; provided that the provisions relating to such encumbrance encumbrances and restrictions in the extension, renewal, replacement or restriction contained in any such agreementrefinancing, taken as a whole, are no not materially less favorable to the Company in any material respect Noteholders (as determined by in the Board of Directors reasonable judgment of the Company in their reasonable and good faith judgment Company) than the provisions relating to such encumbrance encumbrances or restriction contained in agreements referred to in such clauses (2)restrictions being extended, (4)renewed, (5) and (6)replaced or refinanced;
(122) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted herebyexisting in the Credit Facilities;
(133) restrictions imposed on cash existing under or other deposits by reason of applicable law or net worth imposed 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 customers the Company or required by insuranceany Restricted Subsidiary (except to the extent such encumbrance was incurred in connection with or in contemplation of such acquisition), surety or bonding companies(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, and, in each case, entered into 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 (as determined in the reasonable judgment of the Company) than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(5) of the type described in clause (a)(3) of this Section 4.09 arising or agreed to in the ordinary course of business; and
business (14i) encumbrances and restrictions applicable that restrict in a customary manner the chartering, subletting, assignment or transfer of any property or asset that is subject to a lease or license (but only to Restricted Subsidiaries the extent that such restriction is imposed by the instruments pursuant to which such lease or license is created), (ii) that restrict the transfer of property or assets of the Company or any Restricted Subsidiary subject to a Lien permitted under this Indenture (but only to the extent that such restriction is imposed by the instruments pursuant to which such Lien, or the obligation secured thereby, is created) or (iii) that restrict the transfer of property or assets of the Company or any Restricted Subsidiary that is subject to a merger agreement, stock or asset purchase agreement or similar agreement, so long as any such transfer is otherwise permitted under this Indenture and such restriction is imposed only during the period pending such disposition (so long as such restriction does not continue for more than a customary period for transactions of such type);
(6) contained in the terms governing any Debt (other than Trade Obligations) otherwise permitted under this Indenture, if (as determined in the reasonable judgment of the Company) the encumbrances or restrictions are not Domestic necessary or required to enable the Company or such Restricted SubsidiariesSubsidiary to obtain or maintain a financing of that type; or
(7) set forth in this Indenture, the Guarantees or any Collateral Document.
Appears in 3 contracts
Samples: Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler LTD), Indenture (Foster Wheeler Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 4.05(b), 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 of the Company to:
(a1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock;any other Restricted Subsidiary,
(b2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of the Company, except in each case for such Section 4.05(a) do not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1) applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and as provided for in the manner such this Indenture or any other agreements are 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 Securityholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(62) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred existing under the Indenture or, or by reason of applicable law;
(3) existing with respect to a any Person, or to the Property of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, an agreement evidencing Indebtedness incurred which encumbrances or restrictions: (i) are not applicable to any other Person or the Property of any other Person; and (ii) were not put in violation place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the Indentureforegoing; provided thatthe encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Securityholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) with respect to any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred under Section 4.03; provided that (i) the encumbrance or restriction is not materially disadvantageous to the holders of the Securities than is customary in comparable financings, and (ii) the Company determines that on the date of the Incurrence of such other Pari Passu Indebtedness or other IndebtednessDebt, as the case may be, the provisions relating to that such encumbrance or restriction are no less favorable would not be expected to materially impair the Company’s ability to make principal or interest payments on the Securities;
(5) of the type described in clause Section 4.05(a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (ii) 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, as ;
(6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the case may be, in any material respect as determined by the Board sale or disposition of Directors all or substantially all of the Company in its reasonable and good faith judgment than Capital Stock of, or Property of, the provisions contained in the Bank Facility, 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 Issue DateSubsidiary that is permitted under Section 4.06;
(7) restrictions on the transfer of assets subject with respect to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as and imposed pursuant to a customary provision in a joint venture or other similar agreement with respect to such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) was entered into in the ordinary course of business;
(118) imposed by the standard loan documentation in connection with loans from (a) Banco Nacional de Desenvolvimento Econômico e Social—BNDES (including loans from Financiadora de Estudos e Projetos—FINEP), or any other Brazilian governmental development bank or credit agency or (b) any amendment to international or Refinancing of the Indebtedness issuedmultilateral development bank, assumed government-sponsored agency, export-import bank or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of businessofficial export-import credit insurer; and
(149) encumbrances and restrictions applicable only required pursuant to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiariesthis Indenture.
Appears in 2 contracts
Samples: Indenture (Fibria Celulose S.A.), Indenture (Fibria Celulose S.A.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary 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 of the Company to:
(a1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock;any other Restricted Subsidiary,
(b2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions
(1) existing on the Issue Date in the Indentures or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the Companyforegoing; provided the encumbrances and restrictions in the extension, except renewal, replacement or refinancing are, taken as a whole, no less favorable in each case for such any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(2) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;existing
(4A) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable with respect to any Person, or to the properties 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 than the Person or the properties 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 Person so acquiredforegoing, 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 clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license, (ii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary or (iii) not relating to any Debt;
(5) agreements existing on with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Issue Date to sale or disposition of all or substantially all of the extent Capital Stock of, or property and in assets of, the manner such agreements are in effect on the Issue DateRestricted Subsidiary that is permitted by Section 4.10 and Section 4.13 ;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, customary restrictions with respect to a Restricted Finance Subsidiary, an agreement evidencing Indebtedness incurred not in violation pursuant to the terms of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined related financing by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu Indebtedness, and the agreements of such Restricted Finance Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) 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 transfer Notes or (y) in the case of assets subject any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to any Lien permitted under the Indenture imposed by Noteholders than those contained in the holder of such Xxxxagreements governing the Debt being refinanced;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(139) restrictions imposed on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; andor
(1410) encumbrances and restrictions applicable only required pursuant to Restricted Subsidiaries of the Company that are not Domestic Restricted SubsidiariesIndentures.
Appears in 2 contracts
Samples: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (i) existing on the CompanyClosing Date or any other agreements in effect on the Closing Date, except and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in each case for any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:
(1) of applicable law, rule, regulation law or order;
(2) required by any regulatory authority having jurisdiction over the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract Company or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, (iii) existing with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;
(10) customary provisions so acquired, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, that the encumbrances and restrictions in joint venture agreements and other similar agreements (any such extensions, renewals or replacements are no less favorable in each case relating solely any material respect to the respective joint venture Holders than those encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (iv) in the case of clause (iv) of paragraph (a) of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) entered into arising or agreed to in the ordinary course of business;
(11) , not relating to any amendment to Indebtedness, and that do not, individually or Refinancing in the aggregate, reduce the value of property or assets of the Indebtedness issued, assumed Company or incurred 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 referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted 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 either (1) applies only in clauses the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement or (2)) is contained in a Credit Agreement, (4), B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (5as determined by the Company) and (6C) above; provided the Company determines on the date of the Incurrence of such Indebtedness that the provisions relating to any such encumbrance or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notes. Nothing contained in any such agreement, taken as a whole, are no less favorable to this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in any material respect as determined by Section 4.09 or (2) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Indenture (Time Warner Telecom Inc), Indenture (Time Warner Telecom Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, 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 of the Company to:
(a1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect any of its Capital Stock;Restricted Subsidiaries,
(b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The foregoing provisions shall not restrict any encumbrances or restrictions:
(1) existing on the Issue Date in the Indenture and any other agreement in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect, taken as a whole, to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted or not prohibited under the Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets);
(3) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any the Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) existing with respect to any instrument governing Acquired IndebtednessPerson or the 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 encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu IndebtednessSection 4.10(a)(4):
(A) that restrict in a customary manner the subletting, and assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the agreements Company or any Restricted Subsidiary not otherwise prohibited by the Indenture,
(C) existing under or by reason of such Restricted Subsidiary, purchase money obligations for property acquired in the case ordinary course of such other Indebtednessbusiness that impose restrictions on that property, in each case as in effect on the Issue Date;or
(7D) restrictions on the transfer of assets subject arising or agreed to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into 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 and its Restricted Subsidiaries taken as a whole;
(116) any amendment with respect to or Refinancing of the Indebtedness issued, assumed or incurred a Restricted Subsidiary and imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary (including a restriction on distributions by that Restricted Subsidiary pending its sale or other disposition);
(7) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if:
(A) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in clauses comparable financings (2as determined by the Company), and
(4), (5B) and (6) above; provided the Company determines that the provisions relating to any such encumbrance or restriction contained in any will not materially affect such agreement, taken as a whole, are no less favorable Persons’ ability to make principal or interest payments on the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6)Notes;
(12) customary 8) existing under or by reason of restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) restrictions imposed on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; andor
(149) in connection with and pursuant to permitted extensions, refinancings thereof, or as renewals or replacements of restrictions imposed pursuant to clause (4) of this paragraph; provided that the encumbrances and restrictions applicable only in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced. Nothing contained in this Section 4.10 shall prevent the Company or any Restricted Subsidiaries Subsidiary from restricting the sale or other disposition of property or assets of the Company or its Restricted Subsidiaries that are not Domestic secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Indenture (Tarantula Ventures LLC), Indenture (Dupont Fabros Technology, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
; (2iii) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) entered into arising or agreed to in the ordinary course of business;
(11) , not relating to any amendment to Indebtedness, and that do not, individually or Refinancing in the aggregate, detract from the value of property or assets of the Indebtedness issued, assumed Company or incurred 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 referred to in clauses (2), (4), (5) and (6) above; provided that has been entered into for the provisions relating to such encumbrance sale or restriction contained in any such agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board disposition of Directors all or substantially all of the Company in their reasonable Capital Stock of, or property and good faith judgment than the provisions assets of, such Restricted Subsidiary or (vi) relating solely to any Foreign Subsidiaries and supporting Indebtedness of such encumbrance or restriction contained in agreements referred to in such clauses Foreign Subsidiaries Incurred under clause (2), (4), (5x) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.second paragraph of
Appears in 2 contracts
Samples: Indenture (Ipc Information Systems Inc), Indenture (Ipc Information Systems Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
; (2iii) existing with respect to any Person or the Indentureproperty or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the Notes time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Guarantees;
(3) customary non-assignment provisions Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any leasetransfer of, license agreement to transfer, option or sublicense governing a leasehold interest 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) arising or 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;
Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (4D) entered into in connection with purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (iv) of the first paragraph of this Section 4.05 on the property so acquired; (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 the property and assets of, such Restricted Subsidiary; (vi) contained in the terms of any instrument governing Acquired IndebtednessIndebtedness 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 financial covenant contained in such Indebtedness or agreement, which (B) the encumbrance or restriction is not applicable materially more disadvantageous to any Person, or the properties or assets of any Person, other than the Person or the properties or assets Holders of the Person so acquired;
Notes than is customary in comparable financings (5as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6C) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation Board of the Indenture; provided that, with respect to Directors determines that any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable will not materially affect the Company's ability to make principal or interest payments on the Company Notes; (vii) on cash or Restricted Subsidiary, as the case may be, in any material respect as determined other deposits imposed by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Bank Facility, in the case ordinary course 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 Issue Date;
business; (7viii) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) constituting customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
or (14ix) encumbrances and restrictions applicable only of the type referred to in clauses (i) through (iv) of the first paragraph of this covenant imposed by any amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings of the contracts referred to in clauses (i) through (vi) above; provided that such amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, not materially disadvantageous to the Holders than those contained in the restriction prior to such amendment, modification, renewal, restatement, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiaries Subsidiary from (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 are not Domestic secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Us Xchange LLC)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(cd) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions (a) existing on the Closing Date in this Indenture, or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
; (2c) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming so acquired; (d) in the case of clause (d) of the first paragraph of this Section 1010, (i) that restrict in a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (iii) entered into arising or agreed to in the ordinary course of business;
, not relating to any Indebtedness; (11e) any amendment with respect to or Refinancing of the Indebtedness issued, assumed or incurred a Restricted Subsidiary and imposed pursuant to an agreement referred to that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (f) contained in clauses the terms of (2)i) any Indebtedness Incurred by any Restricted Subsidiary in connection with an Asset Acquisition if the Incurrence of such Indebtedness otherwise complies with subclause (i) of clause (a) of Section 1008 or (ii) any Indebtedness Incurred by any Restricted Subsidiary as allowed under subclause (ii) of clause (a) of Section 1008, (4)and any extensions, (5) and (6) aboverefinancings, renewals or replacements of such agreements; provided that the provisions relating encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (g) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined by the Company in good faith), and (iii) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities; or (h) contained in any such agreement, taken as a whole, are no less favorable to Standard Securitization Undertakings made in connection with Qualified Receivables Transactions. Nothing contained in this Section 1010 shall prevent the Company in or any material respect as determined by Restricted Subsidiary from (a) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 1014 or (b) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (i) existing on February 20, 2004 or any other agreements in effect on February 20, 2004, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:
(1) of applicable law, rule, regulation law or order;
(2) required by any regulatory authority having jurisdiction over the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract Company or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, (iii) existing with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;
(10) customary provisions so acquired, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, that the encumbrances and restrictions in joint venture agreements and other similar agreements (any such extensions, renewals or replacements are no less favorable in each case relating solely any material respect to the respective joint venture Holders than those encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (iv) in the case of clause (iv) of paragraph (a) of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) entered into arising or agreed to in the ordinary course of business;
(11) , not relating to any amendment to Indebtedness, and that do not, individually or Refinancing in the aggregate, reduce the value of property or assets of the Indebtedness issued, assumed Company or incurred 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 referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted 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 either (1) applies only in clauses the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement or (2)) is contained in a Credit Agreement, (4), B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (5as determined by the Company) and (6C) above; provided the Company determines on the date of the Incurrence of such Indebtedness that the provisions relating to any such encumbrance or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notes. Nothing contained in any such agreement, taken as a whole, are no less favorable to this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in any material respect as determined by Section 4.09 or (2) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Time Warner Telecom Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will may not, and will may not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(ai) pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital StockStock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary;
(bii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or
(ciii) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary of the Companyto, except in each case for suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction:
(1i) applicable law, rule, regulation or orderpursuant to any agreement in effect on the Issue Date;
(2ii) the Indenture, the Notes and pursuant to an agreement relating to any Guarantees;
Debt Incurred by a Person (3) customary non-assignment provisions of any contract or any lease, license or sublicense governing other than a leasehold interest of any Restricted Subsidiary of the Company;
(4Company existing on the Issue Date or any Restricted Subsidiary carrying on any of the businesses of any such Restricted Subsidiary) any instrument governing Acquired Indebtednessprior to the date on which such Person became a Restricted Subsidiary of the Company and outstanding on such date and not Incurred in anticipation of becoming 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 or the properties or assets of the Person so acquired;
(5iii) agreements existing on pursuant to an agreement effecting a renewal, extension, refunding or refinancing of Debt Incurred pursuant to an agreement referred to in clause 4.08(b)(i) or (ii); provided, however, that the Issue Date provisions contained in such renewal, extension, refunding or refinancing agreement relating to such encumbrance or restriction are not materially less favorable in the aggregate than the provisions contained in the agreement the subject thereof, as determined in good faith by the Board of Directors and evidenced by a resolution of the Board of Directors filed with the Trustee;
(iv) pursuant to this Indenture, the Notes and any Subsidiary Guarantees or any other instrument governing debt securities of the Company Incurred in compliance with Section 4.06 that are no more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Subsidiary Guarantees;
(v) in the case of clause 4.08(b)(iii), pursuant to restrictions contained in any security agreement (including a capital lease) securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent and in such restrictions restrict the manner transfer of the property subject to such agreements are in effect on the Issue Datesecurity agreement;
(6vi) in the Bank Facilitycase of clause 4.08(b)(iii), an agreement governing pursuant to customary nonassignment provisions entered into in the ordinary course of business in leases and other Pari Passu Indebtedness permitted contracts to be incurred the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under the Indenture or, any such contract;
(vii) with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect imposed pursuant to any agreement governing such other Pari Passu Indebtedness which has been entered into for the sale or other Indebtedness, as the case may be, the provisions relating to such encumbrance disposition of all or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors substantially all of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu Indebtedness, and the agreements Capital Stock or assets of such Restricted Subsidiary, in the case provided that consummation of such other Indebtednesstransaction would not result in an Event of Default or an event that, in each case as in effect on with the Issue Date;passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is closed or abandoned and that the closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; or
(7viii) restrictions on which is the transfer result of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets applicable corporate law or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case regulation relating solely to the respective joint venture payment of dividends or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiariesdistributions.
Appears in 1 contract
Samples: Indenture (Russel Metals Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 4.10(b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, 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 of the Company to:
(a1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect any of its Capital Stock;Restricted Subsidiaries,
(b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) Section 4.10(a) shall not restrict any encumbrances or restrictions:
(1) existing on the Issue Date in the Indenture and any other agreement in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect, taken as a whole, to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted or not prohibited under the Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets);
(3) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any the Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable existing with respect to any Person, or the properties 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 are not applicable to any Person or the property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired;
(5) agreements in the case of Section 4.10(a)(4):
(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(B) existing by virtue of any transfer of, agreement to transfer, option or 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) existing under or by reason of purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; or
(D) arising or agreed to in the Issue Date 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 extent Company and in the manner such agreements are in effect on the Issue Dateits Restricted Subsidiaries taken as a whole;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement evidencing Indebtedness incurred not in violation that has been entered into for the sale or disposition of all or substantially all of the Indenture; provided thatCapital Stock of, with respect to any agreement governing or property and assets of, such other Pari Passu Indebtedness Restricted Subsidiary (including a restriction on distributions by that Restricted Subsidiary pending its sale or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Datedisposition);
(7) restrictions contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the Company determines that any such encumbrance or restriction will not materially affect such Persons’ ability to make principal or interest payments on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such XxxxNotes;
(8) existing under or by reason of restrictions on cash or other deposits or net worth imposed by any agreement to sell assets or Capital Stock permitted customers under contracts entered into in the Indenture to any Person pending the closing ordinary course of such salebusiness;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not customary provisions contained in joint venture agreements entered into solely in contemplation the ordinary course of such Person becoming a Restricted Subsidiarybusiness;
(10) customary provisions contained in joint venture agreements and any license, permit or other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) accreditation with a regulatory authority entered into in the ordinary course of business;
(11) any amendment to contained in agreements or Refinancing instruments which prohibit the payment or making of the Indebtedness issued, assumed dividends or incurred other distributions other than on a pro rata basis; or
(12) in connection with and pursuant to an agreement referred permitted extensions, refinancings thereof, or as renewals or replacements of restrictions imposed pursuant to in clauses (21) through (11) of Section 4.10(b), (4), (5) and (6) above; provided that the provisions relating to such encumbrance or restriction contained encumbrances and restrictions in any such agreementextensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, are no less favorable to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced.
(c) Nothing contained in this Section 4.10 shall prevent the Company in or any material respect as determined by Restricted Subsidiary from restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 4.05(b), 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 of the Company to:
(a1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock;any other Restricted Subsidiary,
(b2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of the Company, except in each case for such Section 4.05(a) do not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1) applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and as provided for in the manner such this Indenture or any other agreements are 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 Securityholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(62) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred existing under the Indenture or, or by reason of applicable law;
(3) existing with respect to a any Person, or to the Property of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, an agreement evidencing Indebtedness incurred which encumbrances or restrictions: (i) are not applicable to any other Person or the Property of any other Person; and (ii) were not put in violation place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the Indentureforegoing; provided thatthe encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Securityholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(4) with respect to any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred under Section 4.03; provided that (i) the encumbrance or restriction is not materially disadvantageous to the holders of the Securities than is customary in comparable financings, and (ii) the Company determines that on the date of the Incurrence of such other Pari Passu Indebtedness or other IndebtednessDebt, as the case may be, the provisions relating to that such encumbrance or restriction are no less favorable would not be expected to materially impair the Company’s ability to make principal or interest payments on the Securities;
(5) of the type described in clause Section 4.05(a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (ii) 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, as ;
(6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the case may be, in any material respect as determined by the Board sale or disposition of Directors all or substantially all of the Company in its reasonable and good faith judgment than Capital Stock of, or Property of, the provisions contained in the Bank Facility, 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 Issue DateSubsidiary that is permitted under Section 4.06;
(7) restrictions on the transfer of assets subject with respect to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as and imposed pursuant to a customary provision in a joint venture or other similar agreement with respect to such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) was entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined 8) imposed by the Board of Directors of the Company standard loan documentation in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses connection with loans from (2a), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date, including under this Indenture, the Dollar Notes Indenture or any other agreements or instruments in effect on the Closing Date, and any refinancings of such agreements or instruments; PROVIDED that the Company, except encumbrances and restrictions in each case for any such refinancings are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being refinanced;
(ii) existing under or by reason of applicable law or any requirement of any applicable governmental regulatory authority;
(iii) existing with respect to any Person, or any property or assets, 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 are not applicable (A) in the case of an acquisition of such Person, to any other Person or (B) in the case of an acquisition of such property or assets, any other property or assets;
(iv) in the case of clause (iv) (and, solely with respect to clauses (A), (B) and (D) of this clause (iv), clause (i)) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of:, agreement to transfer, option or 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) arising or 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 or (D) arising under the terms of Indebtedness Incurred under clause (vii) of the second paragraph of Section 4.03 that restrict the transfer of the property or assets acquired with such Indebtedness;
(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 and assets of, such Restricted Subsidiary;
(vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued, or any agreement relating to the sale, disposition or financing of receivables, if (A) either (1) applicable law, rule, regulation the encumbrance or order;
restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such Indebtedness or agreement or (2) the Indenture, Company in good faith determines (as set forth in a Board Resolution) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and any Guarantees;
(3B) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable materially more disadvantageous to any Person, or the properties or assets of any Person, other than the Person or the properties or assets Holders of the Person so acquired;
Notes than is customary in comparable financings (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Datefaith);
(7vii) restrictions on the transfer of assets subject to any Lien permitted under the Indenture cash or other deposits or net worth imposed by customers under contracts entered into in the holder ordinary course of such Xxxx;business; or
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10viii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (111) creating, incurring, assuming or suffering to exist any amendment to Liens otherwise permitted under Section 4.09 or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) above; provided that restricting the provisions relating to such encumbrance sale or restriction contained in any such agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions existing under or by reason of:
restrictions: (1i) applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such on this Indenture or any other agreements are in effect on the Issue Date;
(6) , and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the Bank Facilityencumbrances and restrictions in any such extensions, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture orrefinancings, with renewals or replacements are no less favorable in any material respect to a Restricted Subsidiarythe Holders than those encumbrances or restrictions that are then in effect and that are being extended, an agreement evidencing Indebtedness incurred not in violation refinanced, renewed or replaced; (ii) existing under or by reason of the Indentureapplicable law; provided that, (iii) existing with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) entered into arising or agreed to in the ordinary course of business;
(11) , not relating to any amendment to Indebtedness, and that do not, individually or Refinancing in the aggregate, detract from the value of property or assets of the Indebtedness issued, assumed Company or incurred 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 referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) either (i) the encumbrance or restriction applies only in clauses the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, or (2), ii) the Company determines at the time any such Indebtedness is Incurred (4), (5and at the time of any modification of the terms of any such encumbrance or restriction) and (6) above; provided that the provisions relating to any such encumbrance or restriction contained in any such agreement, taken as a whole, are no less favorable will not materially affect the Company's ability to make principal or interest payments on the Notes and (B) the encumbrance or restriction is not materially more disadvantageous to the Company Holders of the Notes than is customary in any material respect comparable financings or agreements (as determined by the Board Company in good faith). Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from restricting the sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to any Restricted Subsidiaries Subsidiary that secure Indebtedness of the Company that are not Domestic or any such Restricted SubsidiariesSubsidiary.
Appears in 1 contract
Samples: Indenture (Comple Tel LLC)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer 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 on the ability of any Restricted Subsidiary of the Company to:
(a1) pay dividends or make any other distributions on or in respect of its Capital StockEquity Interests;
(b2) make loans or advances to the Company or any other Restricted Subsidiary to, or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary; or
(c3) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary, except in each case for such encumbrances or restrictions existing under or by reason ofexisting:
(1a) under applicable law, rule, regulation rule or orderregulation;
(2b) the under this Indenture, the Notes Collateral Agreements and any the Guarantees;
(3c) by reason of customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest lease of any Restricted Subsidiary to the extent such provisions restrict the transfer of the Companylease or the property leased thereunder;
(4d) under any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5e) agreements existing under the Credit Agreement and all amendments, modifications, restatements, supplements, renewals, replacements or substitutions thereof on the Issue Date terms no more adverse to the extent Holders and no less favorable or more onerous to the Issuer and its Restricted Subsidiaries than those contained in the manner such agreements are in effect Credit Agreement on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) 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 Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Verrazano,inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company 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 on the ability of any Restricted Subsidiary of the Company to:
(a1) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of:
(1a) applicable law, rule, regulation rule or orderregulation;
(2b) this Indenture and the Indenture, the Notes and any GuaranteesCollateral Agreements;
(3c) customary non-assignment provisions of any contract lease or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the CompanyCompany to the extent such provisions restrict the transfer of the lease or license or the property leased or licensed, as the case may be, thereunder;
(4d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5e) the Credit Agreement and the Railway Term Loan Agreement (and all replacements or substitutions thereof on terms no more adverse to the Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries);
(f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;; or
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date;
(7g) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxxthis Indenture;
(8) h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the this Indenture to any Person pending the closing of such sale;
(9i) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11j) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, that such restrictions relate only to the assets financed with such Indebtedness;
(k) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (e) and (f) above;
(l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business;
(m) restrictions on the ability of any amendment Foreign Restricted Subsidiary to make dividends or Refinancing other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; or
(n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses clause (2b), (4d), (5e) and or (6f) above; provided provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement, taken as a whole, Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses clause (2b), (4d), (5e) and or (6f);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Sand Springs Railway CO)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:
(1) of applicable law, rule, regulation ; (iii) existing with respect to any Person or order;
(2) the Indenture, property or assets of such Person acquired by the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract Company or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary and existing at the time of the Company;
(4) any instrument governing Acquired Indebtednesssuch acquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of such Person so acquired; (iv) in the case of the clause (iv) of the first paragraph of this Section 4.12, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance, contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer option or right with respect to, or Lien on, any property or assets of the Person so acquired;
Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (5C) agreements existing on arising or agreed to in the Issue Date 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 extent and in the manner such agreements are in effect on the Issue Date;
Company or any Restricted Subsidiary; (6v) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement evidencing Indebtedness incurred not in violation that has been entered into for the sale or disposition of all or substantially all of the IndentureCapital Stock of, or property or assets of, such Restricted Subsidiary; provided that, with respect or (vi) contained in the New Credit Facility or any other financing or credit agreement entered into by any Restricted Subsidiary after the Closing Date; PROVIDED that unless and until an event of default thereunder has occurred and is continuing any such Restricted Subsidiaries are permitted thereunder to any agreement governing such other Pari Passu Indebtedness pay dividends or other Indebtedness, otherwise make payments as necessary for the case may be, Company to make interest payments on the provisions relating to such encumbrance or restriction are no less favorable Notes when due (subject to the Company or Restricted Subsidiary, as conditions contained in the case may be, in any material respect as determined by New Credit Facility) and the Board of Directors of the Company in its reasonable and good faith judgment than the provisions determines that such restrictions, together with restrictions contained in the Bank Facility, in the case of such other Pari Passu Indebtedness, and the agreements of such Restricted Subsidiary, in the case of such relating to other Indebtedness, in each case as in effect will not materially affect the Company's ability to make payments of principal, premium, if any, or interest on the Issue Date;
(7) restrictions on Notes when due. Nothing contained in this Section 4.12 shall prevent the transfer of assets subject to Company or any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiaryfrom (1) creating, provided that such encumbrances incurring, assuming or restrictions are not entered into solely suffering to exist any Liens otherwise permitted in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture Section 4.10 or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) above; provided that restricting the provisions relating to such encumbrance sale or restriction contained in any such agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (CHS Electronics Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
(a1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock;any other Restricted Subsidiary,
(b2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or
(c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary.
(b) The provisions of the Company, except in each case for such paragraph (a) do not apply to any encumbrances or restrictions existing under or by reason of:restrictions
(1) applicable law, rule, regulation or order;
(2) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such this Indenture or any other agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture orand any extensions, with respect to a Restricted Subsidiaryrenewals, an agreement evidencing Indebtedness incurred not in violation replacements or refinancings of any of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) aboveforegoing; provided that the provisions relating to such encumbrance encumbrances and restrictions in the extension, renewal, replacement or restriction contained in any such agreementrefinancing, taken as a whole, are no not materially less favorable to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(2) existing in the Credit Facilities;
(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 the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect as determined by to the Board of Directors of the Company in their reasonable and good faith judgment Noteholders than the provisions relating to such encumbrance encumbrances or restriction contained in agreements referred to in such clauses (2)restrictions being extended, (4)renewed, replaced or refinanced;
(5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.type described in clause (a)
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 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 on the ability of any Restricted Subsidiary of the Company to:
to (a) pay dividends or make any other distributions on or in respect of its Capital Stock;
; (b) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of:
: (1) applicable law, rule, regulation or order;
; (2) the this Indenture, the Notes and any Guarantees;
; (3) customary non-assignment provisions of any contract or any lease, license or sublicense lease governing a leasehold interest of any Restricted Subsidiary of the Company;
; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
, including the Credit Facilities; (6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(11) any amendment to or Refinancing of Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses CLAUSE (2), (4), ) or (5) and (6) above; provided PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such agreement, taken as a whole, Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses CLAUSE (2), (4), ) or (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of business; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Hockey Co)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company JLL will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by JLL or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to JLL or any other Restricted Subsidiary, (iii) make loans or advances to the Company JLL or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company JLL or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders of the Company, except in each case for such Notes than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(ii) existing under or by reason of:
(1) of applicable law, rule, regulation law or ordergovernment regulation;
(2iii) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing person or the property or assets of such other Pari Passu Indebtedness person acquired by JLL or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtedness, and acquisition or at the agreements of time such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on person becomes a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiaryand not incurred in contemplation thereof, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any person or the property or assets of any person other than such person or the property or assets of such Person becoming person so acquired or that becomes a Restricted Subsidiary;
(10iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of JLL or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the equity interests thereinordinary 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 JLL or any Restricted Subsidiary in any manner material to JLL 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 and assets of, such Restricted Subsidiary;
(vi) any restriction on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11vii) contained in the terms of any amendment Indebtedness or any agreement pursuant to which such Indebtedness was issued if:
(A) the encumbrance or Refinancing restriction applies only in the event of a payment default or a 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 Indebtedness issued, assumed or incurred pursuant to an agreement referred to Notes than is customary in clauses comparable financings (2), as determined by JLL in good faith) and
(4), (5C) and (6) above; provided JLL determines that the provisions relating to any such encumbrance or restriction contained in any such agreement, taken as a whole, are no less favorable will not materially affect the Company's ability to make principal or interest payments on the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course of businessNotes; and
(14) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company that are not Domestic Restricted Subsidiaries.or
Appears in 1 contract
Samples: Indenture (Jones Lang Lasalle Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date, including under this Indenture, the Euro Notes Indenture or any other agreements or instruments in effect on the Closing Date, and any refinancings of such agreements or instruments; PROVIDED that the Company, except encumbrances and restrictions in each case for any such refinancings are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being refinanced;
(ii) existing under or by reason of applicable law or any requirement of any applicable governmental regulatory authority;
(iii) existing with respect to any Person, or any property or assets, 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 are not applicable (A) in the case of an acquisition of such Person, to any other Person or (B) in the case of an acquisition of such property or assets, any other property or assets;
(iv) in the case of clause (iv) (and, solely with respect to clauses (A), (B) and (D) of this clause (iv), clause (i)) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of:, agreement to transfer, option or 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) arising or 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 or (D) arising under the terms of Indebtedness Incurred under clause (vii) of the second paragraph of Section 4.03 that restrict the transfer of the property or assets acquired with such Indebtedness;
(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 and assets of, such Restricted Subsidiary;
(vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued, or any agreement relating to the sale, disposition or financing of receivables, if (A) either (1) applicable law, rule, regulation the encumbrance or order;
restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such Indebtedness or agreement or (2) the Indenture, Company in good faith determines (as set forth in a Board Resolution) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and any Guarantees;
(3B) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable materially more disadvantageous to any Person, or the properties or assets of any Person, other than the Person or the properties or assets Holders of the Person so acquired;
Notes than is customary in comparable financings (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, 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 Issue Datefaith);
(7vii) restrictions on the transfer of assets subject to any Lien permitted under the Indenture cash or other deposits or net worth imposed by customers under contracts entered into in the holder ordinary course of such Xxxx;business; or
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10viii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (111) creating, incurring, assuming or suffering to exist any amendment to Liens otherwise permitted under Section 4.09 or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4), (5) and (6) above; provided that restricting the provisions relating to such encumbrance sale or restriction contained in any such agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(ii) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
(2iii) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as Subsidiary and existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiaryso acquired, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(10iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) entered into arising or 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;
(11v) any amendment with respect to or Refinancing of the Indebtedness issued, assumed or incurred a Restricted Subsidiary and imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted 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 clauses (2)the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (4), B) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (5as determined by the Company) and (6C) above; provided the Company determines that the provisions relating to any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in any such agreement, taken as a whole, are no less favorable to this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in any material respect as determined by Section 4.09 or (2) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Bti Telecom Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except refinancings, renewals or replacements are no less favorable in each case for such any 54 47 material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(ii) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
(2iii) existing with respect to any Person or the Indenture, property or assets of such Person acquired by the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract Company or any leaseRestricted Subsidiary, license or sublicense governing a leasehold interest existing at the time of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtednesssuch acquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired;
(5iv) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu Indebtednessclause (iv) of the first paragraph of this Section 4.05, and (A) that restrict in a customary manner the agreements of such Restricted Subsidiarysubletting, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the assignment or transfer of assets subject to any Lien permitted under the Indenture imposed property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by the holder virtue of such Xxxx;
(8) restrictions imposed by any transfer of, agreement to sell transfer, option or right with respect to, or Lien on, any property or assets of the Company or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances not otherwise prohibited by this Indenture or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(10C) customary provisions in joint venture agreements and other similar agreements (in each case relating solely arising or agreed to the respective joint venture or similar entity or the equity interests therein) entered into 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;
(11v) any amendment with respect to or Refinancing of the Indebtedness issued, assumed or incurred a Restricted Subsidiary and imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted 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 clauses (2)the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (4), B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (5as determined by the Company) and (6C) above; provided the Company determines that the provisions relating to any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in any such agreement, taken as a whole, are no less favorable to this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in any material respect as determined by Section 4.09 or (2) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Primark Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, 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 of the Company to:
to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(cd) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions (a) existing on the Closing Date in this Indenture, or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of:
(1) of applicable law, rule, regulation or order;
; (2c) the Indenture, the Notes and any Guarantees;
(3) customary non-assignment provisions of any contract or any lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(6) the Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to any agreement governing Person or the property or assets of such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to Person acquired by the Company or any Restricted Subsidiary, as existing at the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case time of such other Pari Passu Indebtednessacquisition and not incurred in contemplation thereof, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Xxxx;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such which encumbrances or restrictions are not entered into solely in contemplation applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming so acquired; (d) in the case of clause (d) of the first paragraph of this Section 1010 (i) that restrict in a Restricted Subsidiary;
(10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to manner the respective joint venture subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar entity property or asset, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the equity interests thereinCompany or any Restricted Subsidiary not otherwise prohibited by the Indenture, or (iii) entered into arising or agreed to in the ordinary course of business;
, not relating to any Indebtedness; (11e) any amendment with respect to or Refinancing of the Indebtedness issued, assumed or incurred a Restricted Subsidiary and imposed pursuant to an agreement referred to that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (f) contained in clauses the terms of (2)i) any Indebtedness Incurred by any Restricted Subsidiary for the purpose of an Asset Acquisition if the Incurrence of such Indebtedness otherwise complies with subclause (i) of clause (a) of Section 1008 or (ii) any Indebtedness Incurred by any Restricted Subsidiary as allowed under subclause (ii) of clause (a) of Section 1008, (4)and any extensions, (5) and (6) above; refinancings, renewals or replacements of such agreements, provided that the provisions relating encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (g) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined by the Company in good faith), and (iii) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities; or (h) contained in any such agreement, taken as a whole, are no less favorable to Standard Securitization Undertakings made in connection with Qualified Receivables Transactions. Nothing contained in this Section 1010 shall prevent the Company in or any material respect as determined by Restricted Subsidiary from (a) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 1014 or (b) restricting the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2), (4), (5) and (6);
(12) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby;
(13) 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 ordinary course any of business; and
(14) encumbrances and restrictions applicable only to its Restricted Subsidiaries that secure Indebtedness of the Company that are not Domestic or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Durango Corp)
