Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, cause or suffer to exist or become effective, or enter into, any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except: (a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired; (c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition); (d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements; (e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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; (f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be.
Appears in 3 contracts
Samples: Indenture (McLeodusa Inc), Indenture (McLeodusa Inc), Indenture (McLeodusa Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company ----------------------- Mediacom shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or enter into, effective any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Subsidiary to (ia) to pay dividends or make any other distributions in respect of to Mediacom or any Restricted Subsidiary on its Capital Stock or Equity Interests; (b) pay any Indebtedness or other obligation owed to the Company Mediacom or any Restricted Subsidiary; (iic) to make loans or advances advances, or guarantee any such loans or advances, to the Company Mediacom or any Restricted Subsidiary; or (iiid) to transfer any of its Property properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the Company assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, except:
(aii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction existing as of on the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness ability of any Restricted Subsidiary existing to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on which such Restricted Subsidiary then prevailing market conditions that it is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing clauses (a) through (c)proviso, so long as the encumbrances and restrictions contained failure to include Comparable Restriction Provisions in any the agreements relating to such refinancing agreement are Future Subsidiary Credit Facility shall not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is constitute a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets violation of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course provisions of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be1010.
Appears in 2 contracts
Samples: Indenture (Mediacom Communications Corp), Indenture (Mediacom LLC)
Limitation on Dividends and Other Payment Restrictions. Affecting Significant Subsidiaries. The Company shall not, and shall not permit ---------------------------------- any ---------------------- Restricted Significant Subsidiary to, directly create or indirectly, otherwise cause or suffer to exist or become effective, or enter into, effective any consensual encumbrance or consensual restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Significant Subsidiary to (ia) to pay dividends or make any other distributions in respect of distribution on its Capital Stock or Stock, (b) pay any Indebtedness or other obligation owed to the Company or any Restricted other Subsidiary; , (iic) to make loans or advances to the Company or any Restricted other Subsidiary; , or (iiid) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary, except:
except (ai) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any such encumbrance or restriction pursuant to an agreement relating to an acquisition in effect on the date of Propertythis instrument, so long as the encumbrances or restrictions in (ii) any such agreement relate solely encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the date of this instrument, in existence at the time such Person becomes a Subsidiary of the Company (except to the Property so acquired;
(c) any extent such encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company was incurred or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary created in connection with or in anticipation contemplation of such acquisitionPerson becoming a Subsidiary of the Company);
, 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 the Person that becomes a Subsidiary of the Company, (diii) any such encumbrance or restriction pursuant to an any law, any governmental regulation or order or any agreement effecting with a permitted refinancing governmental regulator; provided that the Company has used reasonable best efforts to have any such order or agreement diminished or removed by any regulator authorized to do so and to obtain any exemptive orders from the relevant regulator with respect to such encumbrance or restriction to the extent such exemptive orders are reasonably suitable under applicable laws and regulations, (iv) any such encumbrance or restriction in existence as of Indebtedness issued the end of the fiscal quarter immediately preceding the fiscal quarter during which such Subsidiary becomes a Significant Subsidiary, and (v) any such encumbrance or restriction pursuant to an any agreement referred to that extends, refinances, renews or replaces any agreement containing any of the restrictions described in the foregoing clauses (ai) through and (cii), so long as ; provided that the encumbrances terms and restrictions contained in conditions of any such refinancing agreement encumbrances or restrictions are not materially more restrictive than less favorable to the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Holders of the Company Notes than those under or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material pursuant to the Company agreement extended, refinanced, renewed or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may bereplaced.
Appears in 1 contract
Samples: Indenture (Presidential Life Corp)
Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. --------------------------------- The Company shall will not, and shall will not permit any ---------------------- of its Restricted Subsidiary Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective, or enter into, create any consensual encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions in respect of distribution on its Capital Stock or Stock, (ii) pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(iii) make any Investment in the Company or any other Restricted Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: (a) any encumbrance or restriction existing as restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Issue Date Company on the date of the Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or any other agreement relating to any Existing Indebtedness in contemplation of, such Person becoming a Restricted Subsidiary; (b) encumbrances or any Indebtedness under a Qualified Receivable Facility otherwise permitted restrictions (I) by reason of applicable law, or (II) under this Indenture;
; (bc) customary non- assignment provisions of any contract or lease of any Restricted Subsidiary entered into in the ordinary course of business; (d) encumbrances or restrictions imposed pursuant to contracts entered into in connection with Permitted Liens, but solely to the extent such encumbrances or restrictions affect property or assets subject to such Permitted Lien; (e) any encumbrance or restriction imposed pursuant to an agreement relating to an acquisition contracts for the sale of Property, so long as the encumbrances or restrictions in any such agreement relate solely assets with respect to the Property so acquired;
assets to be sold pursuant to such contract; and (cf) any encumbrance or restriction relating to existing under any Indebtedness of any Restricted Subsidiary existing on agreement that extends, renews, refinances or replaces the date on which such Restricted Subsidiary is acquired by agreements containing the Company encumbrances or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to restrictions in the foregoing clauses (a) through (ce), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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;
this clause (f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary), provided that the consummation terms and conditions of any such transaction would not result encumbrances or restrictions are no more restrictive in an Event of Default any material respect than those under or an event thatpursuant to the agreement evidencing the Indebtedness so extended, with the passing of time renewed, refinanced or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may bereplaced.
Appears in 1 contract
Samples: Indenture (Concentric Network Corp)
Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. The Company shall not, and shall not cause --------------------------------- or permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective, or enter into, any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind, on the ability of any Restricted Subsidiary to (ia) to pay dividends dividends, in cash or otherwise, or make any other distributions distribution on or in respect of its Capital Stock or pay any Indebtedness other interest or other obligation owed to the Company participation in, or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of measured by, its Property profits, to the Company or any other Restricted Subsidiary, except:
(ab) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (d) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except any encumbrance or restriction (i) existing under the New Revolving Credit Facility as of in effect on the Issue Date relating to assets subject to a Lien created at any time thereby; (ii) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect toSubsidiary, or Lien on, any property the properties or assets of the Company or any other Restricted Subsidiary not otherwise prohibited by the Indenture or Subsidiary; (Ciii) arising or agreed to customary non-assignment provisions in leases entered into in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or consistent with past practices; (iv) Purchase Money Indebtedness for property acquired in the aggregate, detract from the value ordinary course of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, business that only imposes encumbrances and restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of on the property subject to such security agreementso acquired; and
(gv) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such any Restricted Subsidiary; provided, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Defaulthowever, that such encumbrances and restrictions described in this clause (v) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.15 to the extent applicable thereto; and (vi) any encumbrance or restriction terminates if such transaction is not consummated existing under any agreement that Refinances the agreements containing the encumbrance or restrictions in the foregoing clauses (i) and (ii); provided, however, that the consummation or abandonment terms and conditions of any such transaction occurs within one year restrictions permitted under this clause (vi) are not materially less favorable to the holders of the date such Securities than those under or pursuant to the agreement was entered into. Nothing contained in this Section 4.14 shall prevent evidencing the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may beRefinanced.
Appears in 1 contract
Samples: Indenture (MTL Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ---------------------- The Company shall will not, and shall will not permit any ---------------------- Restricted Subsidiary of its Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective, or enter into, create any consensual encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions in respect of distribution on its Capital Stock or Stock, (ii) pay any Indebtedness or other obligation owed to the Company or any Restricted other Subsidiary; , (iiiii) to make loans or advances to any Investment in the Company or any Restricted Subsidiary; other Subsidiary or (iiiiv) to transfer any of its Property properties or assets to the Company or any other Restricted Subsidiary, except:
except for: (a) any encumbrance or restriction existing as restriction, with respect to a Subsidiary that is not a Subsidiary of the Issue Date Company on the date of the Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or any other agreement relating to any Existing Indebtedness in contemplation of, such Person becoming a Subsidiary; (b) encumbrances or any Indebtedness under a Qualified Receivable Facility otherwise permitted restrictions (I) by reason of applicable law, or (II) under this Indenture;
; (bc) customary non-assignment provisions of any contract or lease of any Subsidiary entered into in the ordinary course of business; (d) encumbrances or restrictions imposed pursuant to contracts entered into in connection with Permitted Liens, but solely to the extent such encumbrances or restrictions affect property or assets subject to such Permitted Lien; (e) any encumbrance or restriction imposed pursuant to an agreement relating to an acquisition contracts for the sale of Property, so long as the encumbrances or restrictions in any such agreement relate solely assets with respect to the Property so acquired;
assets to be sold pursuant to such contract; and (cf) any encumbrance or restriction relating to existing under any Indebtedness of any Restricted Subsidiary existing on agreement that extends, renews, refinances or replaces the date on which such Restricted Subsidiary is acquired by agreements containing the Company encumbrances or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to restrictions in the foregoing clauses (a) through (ce), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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;
this clause (f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary), provided that the consummation terms and conditions of any such transaction would not result encumbrances or restrictions are no more restrictive in an Event of Default any material respect than those under or an event thatpursuant to the agreement evidencing the Indebtedness so extended, with the passing of time renewed, refinanced or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered intoreplaced. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be.101
Appears in 1 contract
Samples: Indenture (Concentric Network Corp)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, cause or suffer to exist or become effective, or enter into, any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Senior Credit Facility or a Qualified Receivable Facility otherwise permitted under this First Supplemental Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the this First Supplemental 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the this First Supplemental Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of -------- such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, cause or suffer to exist or become effective, or enter into, any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be.
Appears in 1 contract
Samples: Indenture (McLeod Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. --------------------------------- The Company shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or enter into, effective any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Subsidiary to (ia) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(ab) pay any encumbrance Indebtedness owed to the Company or restriction existing as any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties to the Issue Date Company or any other Restricted Subsidiary, except in each instance for such encumbrances or restrictions pursuant to (i) this Indenture, the Credit Facility or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing effect on the date on which such Restricted Subsidiary is of this Indenture, (ii) any agreement or other instrument of a Person acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, detract from the value of property or assets of the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any manner material to other Person, or the Company Properties of any other Person, other than the Person, or any Restricted Subsidiary;
(f) in the case Property of clause the Person, so acquired, (iii) above, customary restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only leases and licenses relating to the extent such restrictions restrict Property covered thereby and entered into in the transfer ordinary course of the property subject to such security agreement; and
business or (giv) any restriction with respect to a Restricted Subsidiary of agreement that extends, renews, refinances or replaces the Company imposed pursuant to an agreement which has been entered into for agreements containing the sale or disposition of all or substantially all of restrictions in the Capital Stock or assets of such Restricted Subsidiaryforegoing clauses (i), (ii) and (iii), provided that the consummation terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement so extended, renewed, refinanced or replaced, and except with respect to clause (d) only, (i) restrictions in the form of Liens which are not prohibited under Section 10.15 and which contain customary limitations on the transfer of collateral and (ii) with respect to clause (d) only, customary restrictions contained in asset sale agreements limiting the transfer of such transaction would not result in an Event of Default or an event that, with assets pending the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment closing of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may besale.
Appears in 1 contract
Samples: Indenture (Nuevo Energy Co)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Other than pursuant to this Indenture or as otherwise may be required by law, the Company shall will not, and shall will not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or cause or suffer to exist or become effectivebecome, or enter intoas a result of the acquisition of any Person or Property, or upon any Person becoming a Restricted Subsidiary, remain subject to, any consensual encumbrance or consensual restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Subsidiary to:
(i) to pay dividends or make any other distributions in respect of on its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; Stock;
(ii) to make loans or advances to the Company or payments on any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material Obligations owed to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of make loans or advances to the Company or to any Restricted Subsidiary;
(iv) transfer an of its Property to the Company or to any Restricted Subsidiary; or
(v) make payments under a Subsidiary Guaranty with respect to any Guaranteed Securities. The foregoing shall not prohibit:
(a) encumbrances and restrictions resulting from customary provisions relating to (i) transfers of Property that restrict the subletting or assignment of any lease or (ii) transfers of Property that are contained in licenses and that relate to the Property covered thereby, in each case entered into in the ordinary course of business;
(b) encumbrances and restrictions on transfers of Property existing on any assets at the time such assets are acquired (or the entity owning such assets is acquired) by an Restricted Subsidiary, whether by merger, consolidation, purchase of such assets or otherwise; provided that such restrictions and encumbrances (i) are not created, Incurred or assumed in contemplation of such assets or entity being acquired by the Restricted Subsidiary otherwise permitted under the Indenture, but only and (ii) do not extend to the extent such restrictions restrict the transfer any other assets of the property subject to such security agreementRestricted Subsidiary; and
(gc) restrictions on transfers of Property created in connection with sales or purchases of electricity, energy, capacity, natural gas, coal, ancillary services, environmental credits and/or entitlements, utility services, fuel, water, related transportation services and other similar products and services, in each case, in the ordinary course of business; provided that restrictions arising from any restriction with respect to a Restricted Subsidiary transaction or series of the Company imposed related transactions pursuant to an agreement which has been entered into this clause (c) shall not be materially more restrictive, taken as a whole, than encumbrances and restrictions customarily accepted as industry standard for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may besimilar transactions.
Appears in 1 contract
Samples: Indenture (Pseg Fossil LLC)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any ---------------------- Restricted Issuer Subsidiary to, directly create or indirectly, cause or otherwise suffer to exist or become effective, or enter into, any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Issuer Subsidiary to (i) to declare or pay dividends or make any other distributions in respect permitted by Applicable Law, or purchase, redeem or otherwise acquire for value, the Ownership Interest of its Capital Stock the Issuer or pay any Indebtedness or other obligation owed to such Issuer Subsidiary, as the Company or any Restricted Subsidiarycase may be; (ii) pay any Indebtedness owed to the Issuer or such Issuer Subsidiary; (iii) make loans or advances to the Company Issuer or such Issuer Subsidiary; or (iv) transfer any of its property or assets to the Issuer or any Restricted other Issuer Subsidiary. The foregoing provisions shall not restrict any consensual encumbrances or other restrictions, including (i) Permitted Encumbrances, (ii) existing on the Initial Closing Date or, in the case of any Aircraft, the Acquisition Date of such Aircraft, under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those previously in effect and being amended, extended, refinanced, renewed or replaced; or (iii) to transfer any in the case of its Property to the Company or any other Restricted Subsidiary, except:
clause (aiv) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Propertypreceding paragraph, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a an aircraft, engine, part, lease, license, conveyance or contract or similar property or asset; (B) , or existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien consensual encumbrance on, any property or assets of the Company Issuer or any Restricted Issuer Subsidiary not otherwise prohibited by the 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 covenant shall prevent the Company Issuer or any other Restricted Issuer Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens Encumbrances not otherwise permitted prohibited under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may bethis Indenture.
Appears in 1 contract
Samples: Trust Indenture (Genesis Lease LTD)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any ---------------------- Restricted Issuer Subsidiary to, directly create or indirectly, cause or otherwise suffer to exist or become effective, or enter into, any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Issuer Subsidiary to (i) to declare or pay dividends or make any other distributions in respect permitted by Applicable Law, or purchase, redeem or otherwise acquire for value, the Ownership Interest of its Capital Stock the Issuer or pay any Indebtedness or other obligation owed to such Issuer Subsidiary, as the Company or any Restricted Subsidiarycase may be; (ii) pay any Indebtedness owed to the Issuer or such Issuer Subsidiary; (iii) make loans or advances to the Company Issuer or such Issuer Subsidiary; or (iv) transfer any of its property or assets to the Issuer or any Restricted other Issuer Subsidiary. The foregoing provisions shall not restrict any consensual encumbrances or other restrictions: (i) which are Permitted Encumbrances, (ii) existing on the Initial Closing Date or, in the case of any Aircraft, the Acquisition Date of such Aircraft, under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those previously in effect and being amended, extended, refinanced, renewed or replaced; or (iii) to transfer any in the case of its Property to the Company or any other Restricted Subsidiary, except:
clause (aiv) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Propertypreceding paragraph, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any ---------------------- Restricted Issuer Subsidiary to, directly create or indirectly, cause or otherwise suffer to exist or become effective, or enter into, any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Issuer Subsidiary to (i) to declare or pay dividends or make any other distributions in respect permitted by applicable law, or purchase, redeem or otherwise acquire for value, the Stock of its Capital Stock the Issuer or pay any Indebtedness or other obligation owed to such Issuer Subsidiary, as the Company or any Restricted Subsidiarycase may be; (ii) pay any Indebtedness owed to the Issuer or such Issuer Subsidiary; (iii) make loans or advances to the Company Issuer or any Restricted such Issuer Subsidiary; or (iiiiv) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Issuer Subsidiary. The foregoing provisions shall not restrict any consensual encumbrances or other restrictions: (i) existing on the Initial Closing Date or, except:
(a) in the case of any encumbrance or restriction existing as Issuer Additional Aircraft, the date of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Propertysuch Aircraft, so long as the under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances or and restrictions in any such agreement relate solely amendments, extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Property so acquired;
Holders of the MSAF Group Notes than those previously in effect and being amended, extended, refinanced, renewed or replaced; or (cii) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses case of clause (aiv) through (c)of the preceding paragraph, so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; asset or (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien consensual encumbrance on, any property or assets of the Company Issuer or any Restricted Issuer Subsidiary not otherwise prohibited by the 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 covenant shall prevent the Company Issuer or any other Restricted Issuer Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens Encumbrances not otherwise permitted prohibited under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may bethis Indenture.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not---------------------- None of the Guarantors shall, and none shall not permit any ---------------------- Restricted Subsidiary of its respective Subsidiaries to, directly or indirectly, cause create, assume or suffer to exist or become effective, or enter into, any consensual encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions in respect of its Capital Stock to, or to pay any obligation to, or to otherwise transfer assets or make or pay any Indebtedness loans or other obligation owed to advances to, the Company or any Restricted Subsidiary; (ii) to make loans or advances to of the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted SubsidiaryGuarantors, except:
except (a) restrictions imposed by the Notes, the Mirror Notes or the Indenture, or restrictions imposed by other senior Indebtedness which are substantially the same as (and apply only to the same persons and property as) such restrictions; (b) restrictions imposed by applicable Gaming Law; and (c) restrictions under any encumbrance or restriction existing as of the Issue Date Acquired Indebtedness or any other agreement relating to any Existing Indebtedness property, asset, or business acquired by a Guarantor or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Propertyits Subsidiaries, so long as which restrictions existed at the encumbrances or restrictions in any time of such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary acquisition, were not incurred in connection with or in anticipation of such acquisition);
(d) acquisition and are not applicable to any encumbrance person, other than the person acquired, or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in any property, asset or business, other than the foregoing clauses property, assets and business so acquired. Notwithstanding the foregoing, neither (a) through (c), so long as the encumbrances reasonable and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, restricting subletting or assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to lease entered into in the ordinary course of business, not relating to any consistent with industry practice; nor (b) Liens on assets securing permitted senior Indebtedness, shall in and that do not, individually or in of themselves be considered a restriction on the aggregate, detract from ability of the value of applicable Subsidiary to transfer such property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereofassets, as the case may be.
Appears in 1 contract
Samples: Indenture (Hammond Residential LLC)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall may not, and shall may not permit any Subsidiary ---------------------- Restricted Subsidiary to, directly create or indirectly, otherwise cause or suffer permit to exist or become effective, or enter into, effective any encumbrance or restriction (other than pursuant to law or regulation) on of any kind which restricts the ability of any Restricted such Subsidiary to: (i) to pay dividends or make any other distributions in respect of its on such - Subsidiary's Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make any loans or advances ad vances to the Company -- or any Subsidiary; (iii) guaranty the Securities or any renewals or refinancing --- thereof; or (iv) transfer any of its property or assets to the Company or any Restricted -- Subsidiary; , except, in each case, for such encumbrances or restrictions existing under or by reason of (iii1) to transfer applicable - law, (2) this Indenture, (3) customary nonassignment pro visions of any lease - - governing a leasehold interest of its Property to the Company or any other Restricted Subsidiary, except:
(a4) any - instrument governing Acquired Indebtedness (except to the extent such In debtedness was Incurred in connection with, or in con templation of, such acquisition) as in effect at the time of acquisition, which encumbrance or restriction existing as of the Issue Date or any other agreement relating is not ap plicable to any Existing Indebtedness Person, or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance the properties or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness assets of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (Person, other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect toPerson, or Lien on, any the property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture Person, so acquired, (5) Existing Indebtedness, or (C6) arising permitted Refinancing Indebtedness - - provided that the encumbrances or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing the agreements governing such Refinancing Indebtedness are no more re strictive than those contained in the agreements governing the Indebtedness being refinanced, as in effect on the Issue Date of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may beSeries A Notes.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ---------------------- The Company shall Issuers and the Guarantors, if any, will not, and shall will not permit any ---------------------- Restricted Subsidiary of their Subsidiaries to, individually or collectively, directly or indirectly, cause create, assume or suffer to exist or become effective, or enter into, any encumbrance or consensual restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) of Sun International, SINA or such Guarantor, if any, to pay dividends or make any other distributions in respect of its Capital Stock to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to or on behalf of, Sun International, SINA, the Company Guarantors, if any, or any Restricted Subsidiary; or (iii) to transfer Subsidiary of any of its Property them, or to guaranty the Company or any other Restricted SubsidiarySecurities, except:
except (a) restrictions imposed by the Securities or herein or by other Indebtedness (which may also be guaranteed by the Guarantors, if any) ranking pari passu with the Securities or the Guarantees, if any, as applicable, provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Securities, (b) restrictions imposed by applicable law, (c) any encumbrance restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt incurred pursuant to Section 4.10 hereof; provided that such restriction existing or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any other agreement relating to any Existing Indebtedness property, asset, or business acquired by Sun International or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Propertyits Subsidiaries, so long as the encumbrances or which restrictions in any such agreement relate solely to each case existed at the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness time of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary acquisition, were not put in place in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances acquisition and restrictions contained in any such refinancing agreement are not materially more restrictive applicable to any person, other than the encumbrances person acquired, or to any property, asset or business, other than the property, assets and restrictions contained in such agreements;
business so acquired, (e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right restrictions with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect solely to a Restricted Subsidiary of the Company Sun International imposed pursuant to an a binding agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, provided that such restrictions apply solely to the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property Equity Interests or assets of the Company or any of its Restricted Subsidiaries such Subsidiary that secure are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred pursuant to paragraph (c) of the Company definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such FF&E Indebtedness, and (g) in connection with and pursuant to Permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of its Restricted Subsidiaries otherwise any lease, license or contract entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under Section 4.09 hereof the terms of this Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or Section 4.10 hereofassets, as the case may be.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and 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, effective any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary of the Company to:
(ia) to pay dividends or make any other distributions in respect to the Company or any of its Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; or
(b) pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiaryof its Subsidiaries; or
(iic) to make loans or advances to the Company or any Restricted Subsidiaryof its Subsidiaries; or
(d) sell, lease or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Subsidiaries; or
(e) guarantee the obligations of the Company evidenced by the Notes or any renewals, refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
(i) this Indenture and the Notes;
(ii) applicable law;
(iii) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries otherwise as in effect at the time of such acquisition (except to the extent such Acquired 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 the Person, so acquired, provided that the -------- Consolidated EBITDA of such Person is not taken into account in determining whether such acquisition was permitted under by the terms of this Indenture;
(iv) any document or instrument governing Indebtedness incurred pursuant to Section 4.09 hereof or Section 4.10 4.09(b)(iii) hereof, provided that any such restriction -------- contained therein relates only to the asset or assets constructed or acquired in connection therewith;
(v) Permitted Refinancing Indebtedness of Indebtedness described in clause (iii) of this Section 4.11(e), provided that the restrictions -------- contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; or
(vi) any provision of the Credit Agreement as such provision is in effect on the case may bedate of initial issuance of the Notes.
Appears in 1 contract
Limitation on Dividends and Other Payment Restrictions. Affecting Certain Subsidiaries. ------------------------------
(a) The Company shall will not, and shall will not permit TV Azteca or any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or enter into, effective any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any TV Azteca or its Restricted Subsidiary Subsidiaries:
(i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company, TV Azteca or any of its Restricted Subsidiaries or pay any Indebtedness or other obligation owed to the Company Company, TV Azteca or any of its Restricted Subsidiary; Subsidiaries;
(ii) to make loans or advances to the Company Company, TV Azteca or any of its Restricted SubsidiarySubsidiaries; or or
(iii) to transfer any of its Property property or assets to the Company Company, TV Azteca or any other of its Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;Subsidiaries.
(b) Notwithstanding the foregoing, nothing herein shall prohibit the creation or existence of any such encumbrance or restriction:
(i) pursuant to any agreement in effect on the date of this Indenture, including, without limitation, the indenture under which the TV Azteca Notes were issued, or in any agreement thereafter entered into if such encumbrance or restriction pursuant is not materially more restrictive than in such indenture;
(ii) existing with respect to an agreement relating to an acquisition any Person or the properties or assets of Property, so long as such Person (other than a Subsidiary of TV Azteca existing on the encumbrances date of this Indenture or restrictions in any Subsidiary carrying on any of the businesses of any such agreement relate solely Subsidiary) prior to the Property date on which such Person became a Subsidiary of TV Azteca and outstanding on such date and not Incurred in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired;
(ciii) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing an amendment, renewal, refinancing, refunding or extension of Indebtedness issued pursuant to an agreement referred to in clause (b)(i) or (b)(ii) above, provided, however, that the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions provisions contained in such agreementsrenewal, refinancing, refunding or extension agreement relating to such encumbrance or restriction taken as a whole are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof;
(eiv) customary provisions in the case of clause (a)(iii) above, (A) that restrict restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, programming agreement, conveyance or contract or similar property or asset; , (B) existing arising 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 TV Azteca or any Restricted Subsidiary not otherwise prohibited by the terms of this Indenture or (C) arising or agreed to in the ordinary course of businessbusiness that, not relating to any Indebtednessin the case of this clause (C), and that do does not, individually or in the aggregate, detract from the value of property or assets of the Company TV Azteca or any Restricted Subsidiary in any manner material to the Company or any TV Azteca and its Restricted SubsidiarySubsidiaries, taken as a whole;
(fv) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company TV Azteca, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated abandoned and that the consummation closing or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent ; or
(vi) that is the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition result of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may beapplicable law.
Appears in 1 contract
Samples: Indenture (Azteca Holdings Sa De Cv)
Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. --------------------------------- The Company shall will not, and shall will 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, effective any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary of the Company to:
(i) to pay dividends or make any other distributions in respect of distribution on its Capital Stock or Stock;
(ii) pay any Indebtedness owed to the Company or other obligation owed a Restricted Subsidiary;
(iii) make any Investment in the Company or a Restricted Subsidiary; or
(iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as pursuant to an agreement in effect on the date of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Supplemental Indenture;
(b) any encumbrance or restriction pursuant restriction, with respect to an agreement relating to an acquisition a Restricted Subsidiary that was not a Restricted Subsidiary of Propertythe Company on the date of this Supplemental Indenture, so long as in existence at the encumbrances time such Person becomes a Restricted Subsidiary of the Company and, in the case of clauses (a) and (b), not incurred in connection with, or restrictions in any contemplation of, such agreement relate solely to the Property so acquiredPerson becoming a Restricted Subsidiary;
(c) any encumbrance or restriction relating to existing under any Indebtedness agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a) and (b), or in this clause (c), provided that the terms and conditions of any Restricted Subsidiary existing on such encumbrances or restrictions are not materially less favorable to the date on which such Restricted Subsidiary holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced (except that an encumbrance or restriction that is acquired by the Company or another Restricted Subsidiary (other not more restrictive than those set forth in this Supplemental Indenture shall in any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisitionevent be permitted hereunder);; and
(d) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement effecting a permitted refinancing of Indebtedness issued or similar instrument pursuant to which an agreement referred Asset Sale permitted under Section 3.9 is to in the foregoing clauses (a) through (c)be consummated, so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment restriction or transfer of any property or asset that is encumbrance shall be effective only for a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, detract period 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets execution and delivery of such Restricted Subsidiary, provided that the consummation of agreement or instrument through a termination date not later than 270 days after such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated execution and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may bedelivery.
Appears in 1 contract
Samples: Exhibit (Constellation Brands Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. --------------------------------- The Company shall will not, and shall will not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or enter into, effective any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiary of the Company, (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary of the Company, (iiid) to transfer any of its Property properties or assets to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as Subsidiary of the Issue Date Company or (e) guarantee any Indebtedness of the Company or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition Restricted Subsidiary of Propertythe Company, so long as the except for such encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
existing under or by reason of (ci) any encumbrance or restriction relating to any Indebtedness applicable law, (ii) customary non-assignment provisions of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting lease governing a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets leasehold interest of the Company or any Restricted Subsidiary not otherwise prohibited of the Company, (iii) any agreement or other instrument of a Person acquired by the 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or a Restricted Subsidiary otherwise permitted under restriction is not applicable to any Person, or the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock properties or assets of such Restricted Subsidiaryany Person, provided that other than the consummation of such transaction would not result in an Event of Default or an event thatPerson, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company Person, so acquired, (iv) any agreement in existence on the Closing Date (to the extent of any encumbrances or restrictions in existence thereunder on the Closing Date) and (v) any agreement providing for the incurrence of its Indebtedness of Restricted Subsidiaries that secure Indebtedness pursuant to either clause (x) of paragraph (b) of Section 1010 or clause (vii) of the Company definition of Permitted Subsidiary Indebtedness; provided -------- that any Restricted Subsidiary (including, without limitation, FEEL, Acurex and Royal Inventum) that becomes subject to any such encumbrances or any restrictions pursuant to this clause (v) shall Guarantee the Securities in compliance with the provisions of its Restricted Subsidiaries otherwise permitted under paragraph (b) and clauses (i) and (ii) of paragraph (a) of Section 4.09 hereof or Section 4.10 hereof, as the case may be1017.'
Appears in 1 contract
Samples: Indenture (Be Aerospace Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company ---------------------- Mediacom shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or enter into, effective any consensual encumbrance or restriction (other than pursuant to law or regulation) of any kind on the ability of any Restricted Subsidiary to (ia) to pay dividends or make any other distributions in respect of to Mediacom or any Restricted Subsidiary on its Capital Stock or Equity Interests; (b) pay any Indebtedness or other obligation owed to the Company Mediacom or any Restricted Subsidiary; (iic) to make loans or advances advances, or guarantee any such loans or advances, to the Company Mediacom or any Restricted Subsidiary; or (iiid) to transfer any of its Property properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the Company assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, except:
(aii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction existing as of on the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness ability of any Restricted Subsidiary existing to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on which such Restricted Subsidiary then prevailing market conditions that it is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing clauses (a) through (c)proviso, so long as the encumbrances and restrictions contained failure to include Comparable Restriction Provisions in any the agreements relating to such refinancing agreement are Future Subsidiary Credit Facility shall not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is constitute a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets violation of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course provisions of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 hereof or Section 4.10 hereof, as the case may be1010.
Appears in 1 contract
Samples: Indenture (Mediacom LLC)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and shall not permit any ---------------------- Restricted Subsidiary to, directly or indirectly, cause or suffer to exist or become effective, or enter into, any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture 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, 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;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 4.15 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof 4.13 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries otherwise permitted under Section 4.09 4.10 hereof or Section 4.10 4.11 hereof, as the case may be.
Appears in 1 contract
Samples: Indenture (McLeodusa Inc)
Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. The Company shall not, and 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, effective any encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary of the Company to:
(ia) to pay dividends or make any other distributions in respect to the Company or any of its Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; or
(b) pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiaryof its Subsidiaries; or
(iic) to make loans or advances to the Company or any Restricted Subsidiaryof its Subsidiaries; or
(d) sell, lease or (iii) to transfer any of its Property to the Company or any other Restricted Subsidiary, except:
(a) any encumbrance or restriction existing as of the Issue Date or any other agreement relating to any Existing Indebtedness or any Indebtedness under a Qualified Receivable Facility otherwise permitted under this Indenture;
(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired;
(c) any encumbrance or restriction relating to any Indebtedness of any Restricted Subsidiary existing on the date on which such Restricted Subsidiary is acquired by the Company or another Restricted Subsidiary (other than any such Indebtedness Incurred by such Restricted Subsidiary in connection with or in anticipation of such acquisition);
(d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in such agreements;
(e) customary provisions (A) that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(f) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; and
(g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into. Nothing contained in this Section 4.14 shall prevent the Company or any other Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Subsidiaries; or
(e) grant liens or security interests on its assets in favor of the Holders of Notes; or
(f) guarantee the obligations of the Company evidenced by the Notes or any renewals, refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
(i) this Indenture and the Notes;
(ii) the Credit Agreement as in effect on the Closing Date;
(iii) applicable law;
(iv) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries otherwise as in effect at the time of such acquisition (except to the extent such Acquired 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 the Person, so acquired, provided that the -------- Consolidated EBITDA of such Person is not taken into account in determining whether such acquisition was permitted under Section 4.09 hereof by the terms of this Indenture;
(v) any document or Section 4.10 hereof, as instrument governing Indebtedness incurred pursuant to clause (iii) of the case may be.definition of Permitted Indebtedness; provided that any such restriction contained therein relates only to the -------- asset or assets constructed or acquired in connection therewith; or
Appears in 1 contract
Samples: Indenture (Krystal Company)
