Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries. (a) The Company will not, and will not permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) 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 (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions shall not prohibit any encumbrances or restrictions: (i) existing under or by reason of any agreement in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (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, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes. (c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 2 contracts
Samples: Indenture (Cybernet Internet Services International Inc), Indenture (Cybernet Internet Services International Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted --------------------------------- Subsidiaries.
(a) . ------------ The Company will shall not, and will shall not permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or 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 (ia)(i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by to the Company or any Restricted Subsidiary of the Company (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits or (ii) pay repay any Indebtedness or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiaries, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement (i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; the Senior Credit Facility, (iii) existing with respect this Indenture, the Notes and the Guarantees, (iv) applicable law, (v) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Restricted Subsidiary acquired by Person, or the Company properties or assets of any Restricted Subsidiary after Person, other than the Issue DatePerson, or the property or assets of such Restricted Subsidiarythe Person (including any Subsidiary of the Person), and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (Avi) that restrict customary non-assignment provisions in a customary manner the subletting, assignment leases or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, 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 or (C) arising or agreed to other agreements entered in the ordinary course of businessbusiness and consistent with past practices, not relating to any (vii) Refinancing Indebtedness; provided that such restrictions are no more -------- restrictive, and that do nottaken as a whole, individually or than those contained in the aggregateagreements governing the Indebtedness being extended, materially detract from the value of property refinanced, renewed, replaced, defeased or assets refunded, (viii) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or any a Restricted Subsidiary to the Company extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or any Restricted Subsidiary; (vix) customary restrictions with respect to a Restricted Subsidiary and imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, of such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Indenture (Sandhills Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . ---------------------- The Company will not, and will not permit --------------------------------- any Restricted Subsidiary of the Company to, directly or indirectly, create or otherwise cause or 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company its Capital Stock or any other Restricted Subsidiaryinterest or participation in, (ii) or measured by, its profits owned by, or pay any Indebtedness owed to to, the Company or any other Restricted Subsidiarya Subsidiary of the Company, (iiib) make loans or advances to the Company or any other Restricted a Subsidiary of the Company or (ivc) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiary of the Company, except for such encumbrances or restrictions: (i) restrictions existing under or by reason reasons of (i) any agreement restrictions existing under or contemplated by agreements in effect on the Issue Datedate hereof, (ii) any restrictions existing under or contemplated by the Senior Credit Agreement; (iii) any restrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the date hereof, in existence at the time such Person becomes a Subsidiary of the Company and (iv) any amendments, supplements, extensions, refinancings, renewals restrictions existing under any agreement that refinances or replacements of such agreementsreplaces the agreements containing the restrictions in clauses (i) and (ii); provided that the encumbrances terms and restrictions in conditions of -------- any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (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, materially detract from the value of property or assets of the Company or any Restricted Subsidiary less favorable to the Company Lender than those under or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an the agreement that has been entered into for evidencing the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) refinanced. Nothing contained in this Section 4.13 6.8 shall prevent the Company or any Restricted of its Subsidiaries from entering into any agreement (i) imposing any such restrictions or limitations upon Westmark, Westmark Acquisition Partnership, or any Subsidiary from creatingpursuant to any Permitted Acquisition, incurring, assuming (ii) permitting 58 or suffering to exist any providing for the incurrence of Liens otherwise permitted in by Section 4.14 that limit 6.5 or (iii) restricting the right sale or other disposition of the debtor to dispose of the assets property securing such Indebtedness.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Cb Commercial Holdings Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . ---------------------- The Company will not, and will not permit --------------------------------- any Restricted Subsidiary of the Company to, directly or indirectly, create or otherwise cause or 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company its Capital Stock or any other Restricted Subsidiaryinterest or participation in, (ii) or measured by, its profits owned by, or pay any Indebtedness owed to to, the Company or any other Restricted Subsidiarya Subsidiary of the Company, (iiib) make loans or advances to the Company or any other Restricted a Subsidiary of the Company or (ivc) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiary of the Company, except for such encumbrances or restrictions: (i) restrictions existing under or by reason reasons of (i) any agreement restrictions existing under or contemplated by agreements in effect on the Issue Datedate hereof, (ii) any restrictions existing under or contemplated by the Senior Credit Agreement; (iii) any restrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the date hereof, in existence at the time such Person becomes a Subsidiary of the Company and (iv) any amendments, supplements, extensions, refinancings, renewals restrictions existing under any agreement that refinances or replacements of such agreementsreplaces the agreements containing the restrictions in clauses (i) and (ii); provided that the encumbrances terms and restrictions in conditions of any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (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, -------- materially detract from the value of property or assets of the Company or any Restricted Subsidiary less favorable to the Company Lender than those under or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an the agreement that has been entered into for evidencing the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) refinanced. Nothing contained in this Section 4.13 6.8 shall prevent the Company or any Restricted of its Subsidiaries from entering into any agreement (i) imposing any such restrictions or limitations upon Westmark, Westmark Acquisition Partnership, or any Subsidiary from creatingpursuant to any Permitted Acquisition, incurring, assuming (ii) permitting or suffering to exist any providing for the incurrence of Liens otherwise permitted in by Section 4.14 that limit 6.5 or (iii) restricting the right sale or other disposition of the debtor to dispose of the assets property securing such Indebtedness.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Cb Commercial Real Estate Services Group Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting ----------------------------------------------------------------- Restricted Subsidiaries.
(a) The Company will . ----------------------- Parent shall not, and will shall not permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to to:
(ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company to Parent or any other of its Restricted Subsidiary, Subsidiaries on its Capital Stock;
(iib) pay any Indebtedness owed to the Company Parent or any other of its Restricted Subsidiary, Subsidiaries;
(iiic) make loans or advances to the Company Parent or any other Restricted Subsidiary or (iv) transfer any of its property Restricted Subsidiaries; or
(d) Transfer any of its properties or assets to the Company Parent or any other of its Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiaries, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement of the following:
(1) Existing Indebtedness, the New Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in effect such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date;
(2) this Indenture, the Second Priority Notes Indenture, the Security Documents, the Notes, the Second Priority Notes, the Exchange Notes, the Second Priority Exchange Notes, the Note Guarantees and the Second Priority Note Guarantees;
(3) any Additional Pari Passu First Priority Indebtedness, Additional Pari Passu Second Priority Indebtedness and Additional Pari Passu Third Priority Indebtedness and any amendments, supplements, extensions, refinancings, renewals amendments or replacements of such agreementsrefinancings thereof; provided that the encumbrances and restrictions contained in any such amendmentsIndebtedness are not materially more restrictive, supplementstaken as a whole, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances contained in this Indenture, the Second Priority Notes Indenture or restrictions that are then the New Credit Facility;
(4) applicable law, rule, regulation or order;
(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries, as in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing at the time of acquisition (except to the extent such acquisition and not Indebtedness was incurred in connection with, or in contemplation thereofof, such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such Person the Person, or the property or assets of such Person the Person, so acquired; (iv) provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(6) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (iv3) of subsection 4.13(a), (Ab) of Section 4.09 for assets acquired that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, 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 impose restrictions of the Company or any Restricted Subsidiary not otherwise prohibited by nature described in clause (d) above of this Indenture or Section 4.13 on the assets so acquired;
(C7) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, Equity Interests or property and assets of, such of a Restricted Subsidiary; provided that (a) such restriction shall terminate if sale or disposition is permitted by the terms of this Indenture and (b) such transaction restrictions are limited to the Restricted Subsidiary that is abandoned the subject of such agreement pending its sale or if such transaction is not consummated within six months other disposition;
(8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any of its Restricted Subsidiaries to Transfer or dispose of the date assets subject to such agreement was entered into; Lien or (viz) place any restriction on Parent's or such Restricted Subsidiaries' use of the assets subject to such Lien;
(9) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business;
(10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the terms agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in either (a) the agreements governing the Indebtedness being refinanced or (b) the New Credit Facility as in effect on the Issue Date;
(11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Subsidiary or the receivables which are subject to the Qualified Receivables Transaction;
(12) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions;
(13) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15;
(14) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary;
(15) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the assets or property of such joint venture;
(16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, with respect to such restrictions than those contained in such document or agreement as in effect on the Issue Date; and
(17) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) the Company or any agreement Guarantor incurred pursuant to which Section 4.09; provided that (i) in the case of subclause (z) above with respect to any Guarantor, such Indebtedness was issued if (A) the encumbrance or restriction applies may exist only for so long as such Guarantor continues to Guarantee the Notes and (ii) in the event case of a payment default or a default with respect to a financial covenant contained subclauses (y) and (z) above, the Board of Directors of Parent shall have determined in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings good faith (as determined evidenced by a resolution of the Board of Directors) and (C) at the Board of Directors determines time that any such encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not materially affect impair the Company's ability of the Company to make scheduled payments of Accreted Value or interest and principal or interest on the NotesNotes in each case as and when due.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted --------------------------------------------------------------- Subsidiaries.
(a) . ------------- The Company will shall not, and will shall not permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia)(i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiaries, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement in effect (i) encumbrances or restriction existing on the Issue DateDate or under the Revolving Credit Facility, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; this Indenture, the Notes and the Guarantees, if applicable, (iii) existing with respect to applicable law, (iv) any Restricted Subsidiary instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary after as in effect at the Issue Datetime of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or such Person 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 property or assets of such Restricted Subsidiarythe Person (including any Subsidiary of the Person), and existing at so acquired, provided that 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 other than such Person or the property or assets EBITDA of such Person so acquired; is not taken into account (ivto the extent of such restriction) in determining whether any financing or Restricted Payment in connection with such acquisition was permitted by the case terms of clause (iv) of subsection 4.13(a)the Indenture, (Av) that restrict customary nonassignment provisions in a customary manner the subletting, assignment leases or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, 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 or (C) arising or agreed to other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, not relating to any (vi) Refinancing Indebtedness, and ; provided that do not, individually or such restrictions are in the aggregateaggregate no more restrictive than those contained in the agreements governing the Indebtedness being extended, materially detract from the value of property refinanced, renewed, replaced, defeased or assets refunded or (vii) customary restrictions in security agreements, liens or mortgages securing Indebtedness of the Company or any a Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for extent such restrictions restrict the sale or disposition of all or substantially all transfer of the Capital Stock in, or property subject to such security agreements and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notesmortgages.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Indenture (Glasstech Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting --------------------------------------------------------------- Restricted Subsidiaries.
(a) The Company will . ------------------------ Parent shall not, and will shall not permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to to:
(ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company to Parent or any other of its Restricted Subsidiary, Subsidiaries on its Capital Stock;
(iib) pay any Indebtedness owed to the Company Parent or any other of its Restricted Subsidiary, Subsidiaries;
(iiic) make loans or advances to the Company Parent or any other Restricted Subsidiary or (iv) transfer any of its property Restricted Subsidiaries; or
(d) Transfer any of its properties or assets to the Company Parent or any other of its Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiaries, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement of the following:
(1) Existing Indebtedness, the New Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in effect such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date;
(2) this Indenture, the Third Priority Notes Indenture, the Security Documents, the Notes, the Third Priority Notes, the Exchange Notes, the Third Priority Exchange Notes, the Note Guarantees and the Third Priority Note Guarantees;
(3) any Additional Pari Passu First Priority Indebtedness, Additional Pari Passu Second Priority Indebtedness and Additional Pari Passu Third Priority Indebtedness and any amendments, supplements, extensions, refinancings, renewals amendments or replacements of such agreementsrefinancings thereof; provided that the encumbrances and restrictions contained in any such amendmentsIndebtedness are not materially more restrictive, supplementstaken as a whole, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances contained in the Indenture, the Third Priority Notes Indenture or restrictions that are then the New Credit Facility;
(4) applicable law, rule, regulation or order;
(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries, as in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing at the time of acquisition (except to the extent such acquisition and not Indebtedness was incurred in connection with, or in contemplation thereofof, such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such Person the Person, or the property or assets of such Person the Person, so acquired; (iv) provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(6) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (iv3) of subsection 4.13(a), (Ab) of Section 4.09 for assets acquired that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, 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 impose restrictions of the Company or any Restricted Subsidiary not otherwise prohibited by nature described in clause (d) above of this Indenture or Section 4.13 on the assets so acquired;
(C7) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, Equity Interests or property and assets of, such of a Restricted Subsidiary; provided that (a) such restriction shall terminate if sale or disposition is permitted by the terms of this Indenture and (b) such transaction restrictions are limited to the Restricted Subsidiary that is abandoned the subject of such agreement pending its sale or if such transaction is not consummated within six months other disposition;
(8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any of its Restricted Subsidiaries to Transfer or dispose of the date assets subject to such agreement was entered into; Lien or (viz) place any restriction on Parent's or such Restricted Subsidiaries' use of the assets subject to such Lien;
(9) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business;
(10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the terms agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in either (a) the agreements governing the Indebtedness being refinanced or (b) the New Credit Facility as in effect on the Issue Date;
(11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Subsidiary or the receivables which are subject to the Qualified Receivables Transaction;
(12) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions;
(13) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15;
(14) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary;
(15) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the assets or property of such joint venture;
(16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, with respect to such restrictions than those contained in such document or agreement as in effect on the Issue Date; and
(17) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) the Company or any agreement Guarantor incurred pursuant to which Section 4.09; provided that (i) in the case of subclause (z) above with respect to any Guarantor, such Indebtedness was issued if (A) the encumbrance or restriction applies may exist only for so long as such Guarantor continues to Guarantee the Notes and (ii) in the event case of a payment default or a default with respect to a financial covenant contained subclauses (y) and (z) above, the Board of Directors of Parent shall have determined in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings good faith (as determined evidenced by a resolution of the Board of Directors) and (C) at the Board of Directors determines time that any such encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not materially affect impair the Company's ability of the Company to make scheduled payments of Accreted Value or interest and principal or interest on the NotesNotes in each case as and when due.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Indenture (Crown Holdings Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . ---------------------------------------------- The Company will shall not, and will shall not permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of the Company (i) to pay dividends or make any other distributions permitted by applicable law on any Equity Interests in respect of such Restricted Subsidiary owned by the Company its Capital Stock or any other Restricted Subsidiary, (ii) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (iviii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary.Subsidiary of the Company, except:
(ba) The foregoing provisions shall any encumbrance or restriction pursuant to an agreement in effect at the Issue Date or any amendment, restatement, renewal or replacement of such agreement, so long as the encumbrances and restrictions are not prohibit any encumbrances or restrictions: (i) existing under or by reason of any materially more restrictive than those in the agreement in effect on the Issue Date;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that so long as the encumbrances and or restrictions in any such amendments, supplements, extensions, refinancings, renewals agreement relate solely to the property so acquired (and are not or replacements are no more restrictive than those encumbrances were not created in anticipation of or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed connection with the acquisition thereof);
(c) any encumbrance or replaced; (ii) existing under or by reason restriction relating to any Debt of applicable law; (iii) existing with respect to any Restricted Subsidiary of the Company at the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary after of the Issue DateCompany (other than Debt incurred by such Restricted Subsidiary in connection with or in anticipation of its acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Debt issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), or permitted replacement or increase of Debt referred to in the property or assets of foregoing clause (a) so long as the encumbrances and restrictions contained in any such Restricted Subsidiary, and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions refinancing agreement are not applicable to any Person materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Debt being so refinanced;
(e) customary provisions restricting subletting or the property or assets assignment 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 subsection 4.13(a), (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, purchase mortgage obligation, license, conveyance or contract license 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 contract of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture of the Company or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;
(Cf) any encumbrance or restriction arising or agreed to out of any sale of accounts receivable in the ordinary course of business, (including in connection with a financing transaction) to or by (i) an Accounts Receivable Subsidiary or (ii) to Persons that are not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets Affiliates of the Company or any Restricted Subsidiary of the Company;
(g) any encumbrance or restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property (including, without limitation, customary restrictions relating to assets securing the Company Credit Agreement, any Vendor Debt or any Restricted SubsidiaryTelecommunications Assets Debt under the applicable security documents); and
(vh) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 1016 with respect to a Restricted Subsidiary and imposed the assets to be sold pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) contract. Nothing contained in this Section 4.13 1013 shall prevent the Company or any of its Restricted Subsidiary Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit 1011 or (2) restrictions on the right sale or other disposition of property or assets of the debtor Company or any of its Restricted Subsidiaries to dispose the extent that such property or assets secure Debt of the assets securing such IndebtednessCompany or any of its Restricted Subsidiaries not incurred or secured in violation of this Indenture.
Appears in 1 contract
Samples: Indenture (Teligent Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting --------------------------------------------------------------- Restricted Subsidiaries.
(a) . ----------------------- The Company will not, and will not cause or permit --------------------------------- any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of the Company to:
(i1) pay dividends or make any other distributions permitted by applicable law on any Equity Interests or in respect of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, its Capital Stock;
(ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii2) 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
(iv3) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiary of the Company, except in each case for such encumbrances or restrictions: (i) restrictions existing under or by reason of:
(a) applicable law, rule, regulation or order;
(b) this Indenture, the Notes and the Guarantees, or any indenture governing debt securities that are permitted to be incurred under this Indenture and are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in this Indenture, the Notes and the Guarantees;
(c) customary non-assignment provisions of any agreement contract or of any lease governing a leasehold interest of, or any license held by, any Restricted Subsidiary of the Company;
(d) any instrument governing Capital Stock of a Person acquired by the Company or by any Restricted Subsidiary of the Company or 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;
(e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, and ;
(f) the Credit Agreement;
(g) restrictions on the transfer of assets subject to any amendments, supplements, extensions, refinancings, renewals or replacements Lien permitted under this Indenture imposed by the holder of such agreements; provided that Lien;
(h) restrictions imposed by any agreement to sell or dispose of assets or Capital Stock, which sale or disposition is permitted under this Indenture, pending the encumbrances closing of such sale or disposition;
(i) customary provisions in joint venture agreements and restrictions other similar agreements (in any such amendments, supplements, extensions, refinancings, renewals each case relating solely to the respective joint venture or replacements are no more restrictive than those encumbrances similar entity or restrictions that are then the equity interests therein) or in effect and that are being amended, supplemented, extended, refinanced, renewed licenses or replaced; (ii) existing under leases or by reason of applicable law; (iii) existing with respect in asset or stock sale agreements or agreements similar to any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (C) arising or agreed to foregoing entered into in the ordinary course of business;
(j) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary cause of business;
(k) mortgages, not purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; and
(l) an agreement amending, supplementing, modifying, restating, renewing, replacing, substituting, refinancing, increasing, refunding, extending, deferring or restructuring an agreement referred to in clauses (b), (d), (e) and (g) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary such agreement are no less favorable to the Company or in any Restricted Subsidiary; (v) with material 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 in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) Directors of the Company in its reasonable and (C) good faith judgment than the Board of Directors determines that any provisions relating to such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creatingagreements referred to in such clauses (b), incurring(d), assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness(e) and (g).
Appears in 1 contract
Samples: Indenture (Nacg Finance LLC)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . The Company will shall not, and will shall ---------------------------------------------- not permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests or in respect of such Restricted Subsidiary owned by the Company its Capital Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary ; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary.; except for:
(b) The foregoing provisions shall not prohibit any encumbrances or restrictions: (i) existing under or by reason of any agreement in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; ;
(ii) encumbrances or restrictions existing under this Indenture, the Notes and any Guarantees;
(iii) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;
(iv) encumbrances or restrictions existing under agreements existing on the date of this Indenture as in effect on that date;
(v) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(vi) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale;
(vii) 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;
(viii) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary acquired by than those in effect on the Company or any Issue Date with respect to that Restricted Subsidiary after pursuant to agreements in effect on the Issue Date;
(ix) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(x) restrictions contained in instruments governing Purchase Money Indebtedness and Capitalized Leases incurred in compliance with Section 4.03 hereof that impose restrictions of the nature described in clause (iii) above on the assets acquired;
(xi) restrictions applicable only to Foreign Restricted Subsidiaries that are not Guarantors or the property or assets of such Foreign Restricted Subsidiary, and existing at the time of such acquisition and not incurred in contemplation thereof, which Subsidiaries; and
(xii) any encumbrances or restrictions are not applicable to imposed by any Person amendments 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 subsection 4.13(a), (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, purchase mortgage obligation, 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 refinancings of the Company contracts, instruments or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed obligations referred to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; clauses (vi) 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 in, or property and assets of, such Restricted Subsidiarythrough (x) above; provided that such restriction shall terminate if such transaction is abandoned amendments or if such transaction is not consummated within six months refinancings are, in the good faith judgment of the date such agreement was entered into; or (vi) contained in the terms Company's Board of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default Directors, no more materially restrictive with respect to a financial covenant contained in such Indebtedness encumbrances and restrictions than those prior to such amendment or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.refinancing; and
(cxiii) Nothing contained in this Section 4.13 shall prevent encumbrances and restrictions under the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such IndebtednessRevolving Credit Facility.
Appears in 1 contract
Samples: Indenture (Sola International Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted --------------------------------------------------------------- Subsidiaries.
(a) The Company . Borrower will not, and will not permit --------------------------------- any Restricted Subsidiary of its Subsidiaries ------------ to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company to Borrower or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to Borrower or any of its Subsidiaries, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary of its Subsidiaries or (iviii) transfer any of its property properties or assets to the Company Borrower or any other Restricted Subsidiary.
(b) The of its Subsidiaries. However, the foregoing provisions shall restrictions will not prohibit any apply to encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement (a) Existing Debt as in effect on the Issue Closing Date, (b) the Senior Credit Facility as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, extensionsrefundings, refinancingsreplacements or refinancings thereof, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, -------- modifications, restatements, renewals, increases, supplements, extensionsrefundings, refinancings, renewals replacement or replacements refinancings are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amendedrestrictive, supplementedtaken as a whole, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the Closing Date, (c) this Agreement, (d) applicable law or any Restricted Subsidiary applicable rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Restricted Subsidiary after of its Subsidiaries as in effect at the Issue Datetime of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of such Restricted Subsidiarythe Person, and 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 other than such Person or the property or assets of such Person so acquired; (iv) , provided that, in the case of clause (iv) -------- Indebtedness, such Indebtedness was permitted by the terms of subsection 4.13(a)the Senior Note Indenture to be incurred, (Af) that restrict customary non-assignment provisions in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, 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 or (C) arising or agreed to leases and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, not relating to any Indebtedness, and that do not, individually or (g) purchase money obligations for property acquired in the aggregate, materially detract from the value ordinary course of property or assets business that impose restrictions of the Company or nature described in clause (iii) above on the property so acquired, (h) any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock ina Subsidiary that restricts distributions by that Subsidiary pending its sale, or property and assets of(i) Permitted Refinancing Indebtedness, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) restrictions -------- contained in the terms of any agreements governing such Permitted Refinancing Indebtedness or any agreement are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to which such Indebtedness was issued if (Athe provisions of Section 9A(c) 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, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit limits solely the right of the debtor to dispose of the assets securing such Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (1) restrictions on cash or other deposits Or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business and (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (1) above, provided that such amendments, modifications, -------- restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Borrower's Board of Directors, not materially more restrictive in the aggregate with respect to such dividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Princess Beverly Coal Holding Co Inc)
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 Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests or in respect of such Restricted Subsidiary owned by the Company its Capital Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiary of the Company, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of any agreement in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; of: (ii1) existing under or by reason of applicable law; (iii2) existing with respect to this Indenture or the Series A/B Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary acquired by of the Company or Company; (4) any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing at the time of such acquisition and not incurred in contemplation thereofinstrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property properties or assets of such the Person so acquired; (iv5) agreements existing on the Series A/B Issue Date to the extent and in the case of clause (iv) of subsection 4.13(a), (manner such agreements are in effect on the Series 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, purchase mortgage obligation, 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 /B Issue Date; or (C6) arising an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed incurred pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock inreferred to in clause (2), or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; (4) or (vi5) contained in above, including the terms of any Indebtedness or any agreement pursuant Credit Agreement; provided, however, that the provisions relating 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 any such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous are no less favorable to the holders of the Notes than is customary Company in comparable financings (any material respect as determined by the Board of Directors) Directors of the Company in their reasonable and (C) good faith judgment than the Board of Directors determines that any provisions relating to such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company agreements referred to in such clause (2), (4) or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness(5).
Appears in 1 contract
Samples: Indenture (Coinmach Laundry Corp)
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 Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Equity Interests or in respect of such Restricted Subsidiary owned by the Company its Capital Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any Subsidiary of the Company, except for such encumbrances or restrictions: (i) restrictions existing under or by reason of:
(1) applicable law;
(2) this Indenture;
(3) the Credit Agreement;
(4) customary non-assignment provisions of any agreement contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;
(5) 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;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; ;
(ii7) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary purchase money obligations for property acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and business that do not, individually or in the aggregate, materially detract from the value of property or assets impose restrictions of the Company or any Restricted Subsidiary to nature discussed in clause (c) above on the Company or any Restricted Subsidiary; property so acquired;
(v) 8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary and imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, of such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or ;
(vi9) contained in the terms of any secured Indebtedness or any agreement otherwise permitted to be incurred 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, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) Sections 4.04 and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11) customary net worth provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary;
(12) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (1) through (11) above; provided, however, that the -------- ------- provisions relating to such encumbrance or restriction contained in any such 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; or
(13) an agreement governing Indebtedness permitted to be incurred pursuant to Section 4.04; provided that the provisions relating to such -------- encumbrance or restriction contained in such 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 contained in the Credit Agreement as in effect on the Issue Date.
Appears in 1 contract
Samples: Indenture (Pacer Express Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . The Company ---------------------------------------------- will not, and will not permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) 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 (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions shall not prohibit restrict any encumbrances or restrictions: :
(i) existing under on the Closing Date this Indenture or by reason of any agreement other agreements in effect on the Issue Closing Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; ;
(ii) existing under or by reason of applicable law; , rule, regulation or order;
(iii) existing with respect to any Restricted Subsidiary Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; ;
(iv) in the case of clause (iv) of subsection 4.13(a)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, purchase mortgage obligationlicense, licenseright-of-use, 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 or 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, materially 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; Subsidiary or (D) purchase money obligations (including, without limitation, Capitalized Leases and installment sales) for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (iv) above 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 inof, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or ;
(vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A)
(1) the encumbrance encumbrances or restriction applies restrictions apply only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreementagreement or (2) the encumbrances or restrictions are similar in nature and substance to clause (iv) of the first paragraph of Section 4.04 hereof, as determined by the Board of Directors in good faith, (B) the encumbrance encumbrances or restriction is restrictions are not materially more disadvantageous to the holders Holders of the Notes than is customary in comparable financings (as determined by the Board of DirectorsCompany) and (C) the Board of Directors Company determines that any such encumbrance encumbrances or restriction restrictions will not materially affect the Company's ability to make payments of Accreted Value or principal or interest payments on the Notes.;
(cvii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; and
(viii) any encumbrances or restrictions of the type referred to in clauses (i) through (iv) of the first paragraph of this Section 4.05 imposed by any amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings of the contracts referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more disadvantageous to the Holders than those contained in the restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 4.13 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit 4.09 hereof or (2) restricting the right sale or other disposition of property or assets of the debtor to dispose Company or any of its Restricted Subsidiaries that secure Indebtedness of the assets securing such IndebtednessCompany or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Icg Services Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . ---------------------- The Company will Issuer shall not, and will shall not permit --------------------------------- any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create create, or otherwise cause permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Issuer to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by its Capital Stock to the Company Issuer or any of its other Restricted SubsidiarySubsidiaries, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances or pay any Indebtedness or other obligations owed to the Company Issuer or to any other Restricted Subsidiary Subsidiary, or (iviii) transfer any of its property properties or assets to the Company Issuer or to any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any , except encumbrances or restrictions: (i) and restrictions existing under (a) this Indenture, any of the Security Documents, any credit agreement or by reason of any agreement other documents relating to the Permitted Credit Facility as in effect on the Issue Date, the indenture and all security documents relating to the Junior Notes and any amendments, modifications, restatements, renewals, increases, supplements, extensionsrefundings, refinancings, renewals replacements or replacements of such agreements; refinancings thereof provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, supplements, extensionsrefundings, refinancings, renewals replacements or replacements refinancings are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to such dividend and other payment or transfer restrictions than those contained in the Permitted Credit Facility and the indenture and security documents relating to the Junior Notes as in effect on the Issue Date and (b) any Restricted Subsidiary agreement of a Person acquired by the Company Issuer or any Restricted a Subsidiary after of the Issue DateIssuer, or the property or assets of such Restricted Subsidiary, and existing which restrictions existed at the time of acquisition, were not put in place in anticipation of such acquisition 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 property, other than such the Person or any property of the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (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, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Indenture (Southwest Royalties Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) The Company will Subsidiaries ----------------------- Borrower shall not, and will shall not cause or permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law to Borrower or any other Restricted Subsidiary on any its Equity Interests of such Restricted Subsidiary owned by the Company or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Borrower or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances to the Company to, or guarantee any Indebtedness or other obligations of, Borrower or any other Restricted Subsidiary or (ivc) transfer any of its property properties or assets to the Company Borrower or any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any , except for such encumbrances or restrictions: (i) restrictions existing under or by reason of (i) the New PRIMESTAR Senior Credit Facility, the Existing Indentures, any Basic Document, any Restructuring Agreement, the Senior Subordinated Indenture or any other agreement of Borrower or the Restricted Subsidiaries outstanding on the Closing Date, in each case as in effect on the Issue Closing Date, and any amendments, supplementsrestatements, extensionsrenewals, refinancingsreplacements or refinancings thereof; provided, renewals or replacements of such agreements; provided however, that the encumbrances and restrictions in any such amendmentsamendment, supplementsrestatement, extensions-------- ------- renewal, refinancings, renewals replacement or replacements are refinancing is no more restrictive than those in the aggregate with respect to such encumbrances or restrictions that are then than those contained in the New PRIMESTAR Senior Credit Facility as in effect and that are being amended, supplemented, extended, refinanced, renewed or replacedon the Closing Date; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary instrument governing Indebtedness or Equity Interests of an Acquired Person acquired by the Company Borrower or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing as in effect at the time of such acquisition and not (except to the extent such Indebtedness was incurred by such Acquired Person in connection with, as a result of or in contemplation thereofof such acquisition); provided, which however, that such encumbrances or -------- ------- and restrictions are not applicable to Borrower or any Person Restricted Subsidiary, or the property properties or assets of Borrower or any Person Restricted Subsidiary, other than such Person or the property or assets of such Person so acquiredAcquired Person; (iv) customary non-assignment provisions in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (C) arising or agreed to leases entered into in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiaryconsistent with past practices; (v) with respect to a Restricted Subsidiary Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances and imposed pursuant to an restrictions only on the property so acquired; (vi) any agreement that has been entered into for the sale or disposition of all the Equity Interests or substantially all assets of the Capital Stock in, or property and assets of, such any Restricted Subsidiary; provided provided, however, that such restriction shall terminate if -------- ------- encumbrances and restrictions described in this clause (vi) are only applicable to such transaction Restricted Subsidiary or assets, as applicable, and any such sale or disposition is abandoned or if such transaction is not consummated within six months made in compliance with Section 6A.9 to the extent applicable thereto; (vii) refinancing Indebtedness permitted under clause (h) of the date second paragraph of Section 6A.2; provided, however, that the encumbrances and -------- ------- restrictions contained in the agreements governing such agreement was entered intoIndebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (viii) this Agreement or the Senior Subordinated Indenture; or (viix) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the customary 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 existing under any other security agreement, (B) instrument or document hereafter in effect; provided, however, that the encumbrance or restriction is not materially more disadvantageous to the holders terms -------- ------- and conditions of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will are not materially affect more restrictive than those contained in the Company's ability to make payments of Accreted Value or principal or interest New PRIMESTAR Senior Credit Facility as in effect on the NotesClosing Date. Anything contained herein to the contrary notwithstanding, Borrower and its Subsidiaries shall in no event be prohibited or restrained from granting, and causing to be effective, any lien or security interest securing the obligations of Borrower and the Restricted Subsidiaries under the New PRIMESTAR Senior Credit Facility.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Primestar Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . The Company will not, and will not permit any --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) 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 (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions shall not prohibit restrict any encumbrances or restrictions: :
(i) existing under on the Closing Date in the Indenture or by reason of any agreement other agreements in effect on the Issue Closing Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; , provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; ;
(ii) existing under or by reason of applicable law; ;
(iii) existing with respect to any Restricted Subsidiary Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing at the time of such acquisition and not incurred in contemplation thereofacquisition, which encumbrances or restrictions are not applicable to any 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 subsection 4.13(a)the first paragraph of this Section 4.5, (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, purchase mortgage obligation, license, conveyance license 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 or (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, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted SubsidiaryIndenture; or
(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 inof, or property and assets of, of such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the Notes.
(c) . Nothing contained in this Section 4.13 4.5 shall prevent the Company or any Restricted Subsidiary from (1) creating, . incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit 4.9, (2) restricting the right sale or other disposition of property or assets of the debtor to dispose Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries, or (3) restricting the payment of dividends or distributions or other disposition of property or assets securing of or the making of loans by any Restricted Subsidiary in connection with any financing for the Telecommunications Business of such IndebtednessRestricted Subsidiary, provided that in the case of clause (3) such restriction may be entered into only if at such time the total amount, without duplication, of (i) Mirror Indebtedness owed by Restricted Subsidiaries, less (ii) proceeds of such Mirror Indebtedness that are invested in another Person, other than (x) Investments in other Restricted Subsidiaries conducting no operations other than the holding of government licenses or (y) Investments in Mirror Indebtedness of other Restricted Subsidiaries, plus (iii) capital contributions to the Special Subsidiary, plus (iv) the cash and Temporary Cash Investments held by the Company (not on a consolidated basis), less (v) the outstanding principal amount of the August Notes, equals or exceeds the outstanding principal amount of the Notes.
Appears in 1 contract
Samples: Indenture (Omnipoint Corp \De\)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) The Company will Subsidiaries --------------------------------------------------------------- Borrower shall not, and will shall not cause or permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law to Borrower or any other Restricted Subsidiary on any its Equity Interests of such Restricted Subsidiary owned by the Company or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Borrower or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances to the Company to, or guarantee any Indebtedness or other obligations of, Borrower or any other Restricted Subsidiary or (ivc) transfer any of its property properties or assets to the Company Borrower or any other Restricted Subsidiary.
(b) The foregoing provisions shall not prohibit any , except for such encumbrances or restrictions: (i) restrictions existing under or by reason of (i) the New PRIMESTAR Senior Credit Facility, the Existing Indentures, any Basic Document, any Restructuring Agreement, the Senior Subordinated Indenture or any other agreement of Borrower or the Restricted Subsidiaries outstanding on the Closing Date, in each case as in effect on the Issue Closing Date, and any amendments, supplementsrestatements, extensionsrenewals, refinancingsreplacements or refinancings thereof; provided, renewals or replacements of such agreements; provided however, that the encumbrances and restrictions in any such amendmentsamendment, supplementsrestatement, extensions-------- ------- renewal, refinancings, renewals replacement or replacements are refinancing is no more restrictive than those in the aggregate with respect to such encumbrances or restrictions that are then than those contained in the New PRIMESTAR Senior Credit Facility as in effect and that are being amended, supplemented, extended, refinanced, renewed or replacedon the Closing Date; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Restricted Subsidiary instrument governing Indebtedness or Equity Interests of an Acquired Person acquired by the Company Borrower or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and existing as in effect at the time of such acquisition and not (except to the extent such Indebtedness was incurred by such Acquired Person in connection with, as a result of or in contemplation thereofof such acquisition); provided, which however, that such encumbrances or -------- ------- and restrictions are not applicable to Borrower or any Person Restricted Subsidiary, or the property properties or assets of Borrower or any Person Restricted Subsidiary, other than such Person or the property or assets of such Person so acquiredAcquired Person; (iv) customary non-assignment provisions in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (C) arising or agreed to leases entered into in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiaryconsistent with past practices; (v) with respect to a Restricted Subsidiary Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances and imposed pursuant to an restrictions only on the property so acquired; (vi) any agreement that has been entered into for the sale or disposition of all the Equity Interests or substantially all assets of the Capital Stock in, or property and assets of, such any Restricted Subsidiary; provided provided, however, that such restriction shall terminate if -------- ------- encumbrances and restrictions described in this clause (vi) are only applicable to such transaction Restricted Subsidiary or assets, as applicable, and any such sale or disposition is abandoned or if such transaction is not consummated within six months made in compliance with Section 6A.9 to the extent applicable thereto; (vii) refinancing Indebtedness permitted under clause (h) of the date second paragraph of Section 6A.2; provided, however, that the encumbrances and -------- ------- restrictions contained in the agreements governing such agreement was entered intoIndebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (viii) this Agreement or the Senior Subordinated Indenture; or (viix) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the customary 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 existing under any other security agreement, (B) instrument or document hereafter in effect; provided, however, that the encumbrance or restriction is not materially more disadvantageous to the holders terms -------- ------- and conditions of the Notes than is customary in comparable financings (as determined by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will are not materially affect more restrictive than those contained in the Company's ability to make payments of Accreted Value or principal or interest New PRIMESTAR Senior Credit Facility as in effect on the NotesClosing Date. Anything contained herein to the contrary notwithstanding, Borrower and its Subsidiaries shall in no event be prohibited or restrained from granting, and causing to be effective, any lien or security interest securing the obligations of Borrower and the Restricted Subsidiaries under the New PRIMESTAR Senior Credit Facility.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Primestar Inc)
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.. ----------------------------------------------
(a) The Company will shall not, and will shall not permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) to pay dividends (in cash or otherwise) or make any other distributions permitted by applicable law on any Equity Interests in respect of such Restricted Subsidiary its Capital Stock owned by the Company or any other Restricted Subsidiary, (ii) Subsidiary or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (iviii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) The Notwithstanding the foregoing provisions shall not prohibit limitation, the Company may, and may permit any encumbrances Restricted Subsidiary to, create or restrictions: otherwise cause or suffer to exist any such encumbrance or restriction (i) existing under or by reason of pursuant to any agreement in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or replacements date of such agreements; provided that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replacedexecution of this Indenture; (ii) existing under any customary encumbrance or by reason of restriction applicable law; (iii) existing with respect to any a Restricted Subsidiary acquired by that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the Company provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or sale of all or any Restricted Subsidiary after substantial part of the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of subsection 4.13(a), (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, purchase mortgage obligation, 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 or (C) arising or agreed to in the ordinary course of businessSubsidiary, not relating to any Indebtednesscustomary restrictions on transactions with Affiliates, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or any Restricted Subsidiary customary subordination provisions governing Debt owed to the Company or any Restricted Subsidiary; (iii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired; (iv) pursuant to an agreement effecting a renewal, refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b), provided, however, that the provisions contained in such renewal, refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (v) in the case of clause (iii) of paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (vi) in the case of clause (iii) of paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (vii) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock in, or property and assets of, of such Restricted Subsidiary; , provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction shall terminate if such transaction is abandoned or terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within six months one year of the date such agreement was entered into; or (viviii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Board of Directors) applicable law; and (Cix) pursuant to this Indenture and the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make payments of Accreted Value or principal or interest on the NotesSecurities.
(c) Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness.
Appears in 1 contract
Limitation on Dividend and Other Payment. Restrictions ----------------------------------------------------- Affecting Restricted Subsidiaries.
(a) . The Company will ---------------------------------------------- not, and will not permit --------------------------------- any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Equity Interests Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) 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 (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.
(b) . The foregoing provisions shall not prohibit restrict any encumbrances or restrictions: :
(i) existing under on the Closing Date this Indenture or by reason of any agreement other agreements in effect on the Issue Closing Date, and any amendments, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions -------- in any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed or replaced; ;
(ii) existing under or by reason of applicable law; , rule, regulation or order;
(iii) existing with respect to any Restricted Subsidiary Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary after the Issue Date, or the property or assets of such Restricted Subsidiary, and 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 other than such Person or the property or assets of such Person so acquired; ;
(iv) in the case of clause (iv) of subsection 4.13(a)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, purchase mortgage obligationlicense, licenseright-of- use, 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 or 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, materially 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; Subsidiary or (D) purchase money obligations (including, without limitation, Capitalized Leases and installment sales) for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (iv) above 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 inof, or property and assets of, such Restricted Subsidiary; provided that such restriction shall terminate if such transaction is abandoned or if such transaction is not consummated within six months of the date such agreement was entered into; or ;
(vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A)
(1) the encumbrance encumbrances or restriction applies restrictions apply only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreementagreement or (2) the encumbrances or restrictions are similar in nature and substance to clause (iv) of the first paragraph of Section 4.04 hereof, as determined by the Board of Directors in good faith, (B) the encumbrance encumbrances or restriction is restrictions are not materially more disadvantageous to the holders Holders of the Notes than is customary in comparable financings (as determined by the Board of DirectorsCompany) and (C) the Board of Directors Company determines that any such encumbrance encumbrances or restriction restrictions will not materially affect the Company's ability to make payments of Accreted Value or principal or interest payments on the Notes.;
(cvii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; and
(viii) any encumbrances or restrictions of the type referred to in clauses (i) through (iv) of the first paragraph of this Section 4.05 imposed by any amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings of the contracts referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, -------- renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more disadvantageous to the Holders than those contained in the restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 4.13 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 that limit 4.09 hereof or (2) restricting the right sale or other disposition of property or assets of the debtor to dispose Company or any of its Restricted Subsidiaries that secure Indebtedness of the assets securing such IndebtednessCompany or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Icg Services Inc)
