Limitation on Dividends and Redemptions. No Restricted --------------------------------------- Person will declare or pay any dividends on, or make any other distribution in respect of, any class of its capital stock or any partnership, limited liability company or other interest in it, nor will any Restricted Person directly or indirectly make any capital contribution of any nature to or purchase, redeem, acquire or retire any shares of the capital stock of or partnership or limited liability company interests in any Restricted Person (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of the capital stock of any Restricted Person, while any Loan or any US Commitment or any Canadian Commitment is outstanding. Notwithstanding the foregoing, but subject to Section 7.5, (i) Subsidiaries of Plains MLP, US Borrower, Term Borrower, Canadian Revolver Borrower or of any Guarantor shall not be restricted, directly or indirectly, from declaring and paying dividends or making any other distributions to Plains MLP, US Borrower, Term Borrower, Canadian Revolver Borrower or any such Guarantor, respectively, and to the General Partner pursuant to and in accordance with such Subsidiary's partnership agreement, (ii) no Restricted Person shall be restricted from making capital contributions of any nature to a Wholly Owned Subsidiary of such Restricted Person that is a Guarantor, and (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Plains MLP shall not be restricted from (A) distributing Available Cash (other than amounts required to be applied as otherwise required in any Loan Document) to its partners in accordance with the Partnership Agreement or (B) purchasing its partnership units on the open market in connection with the Incentive and Option Plans.
Limitation on Dividends and Redemptions. No Restricted Person will declare or make directly or indirectly any Distribution, other than, provided that no Default or Event of Default exists at the time such Distribution is made or will occur as a result thereof (a) Distributions payable to Borrower; and (b) Distributions payable to Parent, to the extent that the aggregate value of all such Distributions made during any Fiscal Year does not exceed $2,000,000; provided that such Distributions must be used by Parent in the ordinary course of business of the Credit Parties and must not be distributed to holders of Parent’s Equity or to any other Person.
Limitation on Dividends and Redemptions. No Restricted Person will declare or make directly or indirectly any Dividend other than Dividends by a Restricted Person payable only to another Restricted Person or payable only in such Restricted Person’s Equity Interests, so long as the direct or indirect percentage interest in any of the Subsidiaries of Parent or any New Parent, whichever is then the ultimate parent company, is not thereby reduced.
Limitation on Dividends and Redemptions. No Credit Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make any Restricted Payment, other than Restricted Payments payable to Antero or to Guarantors that are Subsidiaries of Antero.
Limitation on Dividends and Redemptions. (a) No Restricted Person will declare or make any Distribution, other than (i) Distributions payable to Company or to Guarantors that are Subsidiaries of ECO, to the extent not in violation of the investment restrictions of Section 8.7; (ii) Distributions by a Restricted Person payable only in such Restricted Person’s common stock or common equity, so long as Penny’s interest in any of its Subsidiaries is not thereby reduced; and (iii) Permitted ANCF Distributions described in Section 8.6(b).
(b) In the event that ECO desires to make a quarterly Permitted ANCF Distribution, Company and ECO may deliver to Administrative Agent at its addresses for notices in Section 12.3 a certificate (in form and detail satisfactory to Administrative Agent) signed by the manager, president or chief executive officer of Company and ECO, respectively, at least 10 Business Days and no more than 20 Business Days prior to a Quarterly Payment Date (an “ANCF Distribution Certificate”) describing the amount of such proposed Permitted ANCF Distribution and certifying:
(i) that no Default or Event of Default has occurred and that is continuing on the date thereof or would result from the making of such proposed Permitted ANCF Distribution,
(ii) no Coverage Deficiency has occurred and that is continuing on the date thereof or would result from the making of such proposed Permitted ANCF Distribution,
(iii) that after giving effect to such Distribution, the PDP Collateral Coverage Ratio shall be greater than 1.5 and the Collateral Coverage Ratio shall be greater than 2.0 (together with the calculations showing such ratios based on an Engineering Report prepared by the Independent Engineer which Engineering Report shall not have an effective date older than six months prior to the proposed Permitted ANCF Distribution, as adjusted and updated by Company to reflect current operations in the field and production runs in a manner satisfactory to Administrative Agent), and
(iv) the calculations supporting such proposed Permitted ANCF Distribution. Upon receipt of an ANCF Distribution Certificate, Administrative Agent shall review such certificate and notify Company in writing on or before the applicable Quarterly Payment Date whether it has determined that ECO is eligible to make the proposed Permitted ANCF Distribution described in the applicable ANCF Distribution Certificate. If Administrative Agent has so determined that ECO is eligible to make such proposed Permitted ANCF Distribution, th...
Limitation on Dividends and Redemptions. No Credit Party will declare or pay any dividends on, or make any other distribution in respect of, any class of Equity Interests, nor will any Credit Party directly or indirectly make any capital contribution of any nature to or purchase, redeem, acquire or retire any Equity Interests in any Credit Party (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of any Equity Interests of any Credit Party, while any Note hereunder is outstanding; provided that:
(a) the Parent and the General Partner shall be permitted to make regularly scheduled quarterly distributions to its general and limited partners to the extent set forth in the Partnership Agreement and the GP Agreement, respectively, each as in effect as of the Closing Date if, (i) at the time such distribution is made no Default or Event of Default exists, or would exist after giving effect to such distribution, and (ii) for the fiscal quarter most recently ended prior to the date of such distribution and the chief financial officer of the Parent or the General Partner, as applicable, delivers to the holders of the Notes a certificate that the above conditions have been satisfied; and
(b) any Issuer or Subsidiary Guarantor may pay to any Issuer, any Subsidiary Guarantor or the Parent any dividends on, or make any other distribution in respect of, any class of its capital stock or any partnership, limited liability company or other interest in it.
Limitation on Dividends and Redemptions. The Company shall not declare or make any dividends or other Distribution.
Limitation on Dividends and Redemptions. No Restricted Person will declare or pay any dividends on, or make any other distribution in respect of, any class of its capital stock or any partnership, limited liability company or other interest in it, nor will any Restricted Person directly or indirectly make any capital contribution of any nature to or purchase, redeem, acquire or retire any shares of the capital stock of or partnership or limited liability company interests in any Restricted Person (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of the capital stock of any Restricted Person, while any Loan or commitment hereunder is outstanding; provided that Genesis Energy L.P. shall be permitted to make distributions to its general and limited partners to the extent required, as of the date hereof, by the Partnership Agreement if, at the time such distribution is made: (i) no Default exists, or would exist after giving effect to such distribution, (ii) the Borrower is not aware of any event or circumstance that exists, or is likely to occur in the future, that would result in a Default, and (iii) on the effective date of each Borrowing Base Report delivered during the Fiscal Quarter immediately preceding such distribution, the Borrowing Base shall have exceeded the Facility Usage by at least the sum of $10,000,000 plus the amount of such distribution (including, if more than one distribution is made during a Fiscal Quarter, all other such distributions made during the same Fiscal Quarter). No such distribution shall be made until 5 Business Days after the Borrower has available to it the financial statements contemplated by Section 6.2(a) or (b) for the Fiscal Quarter most recently ended prior to the date of such distribution and the Chief Financial Officer of the Borrower delivers to the Administrative Agent a certificate that the above conditions have been satisfied.
Limitation on Dividends and Redemptions. No Restricted Person will declare or pay any dividends on, or make any other distribution in respect of, any class of its capital stock or any partnership or other interest in it, nor will any Restricted Person directly or indirectly make any capital contribution to or purchase, redeem, acquire or retire any shares of the capital stock of or partnership interests in any Restricted Person (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of the capital stock of any Restricted Person, while the Revolver Loan is outstanding. Notwithstanding the foregoing, but subject to Section 7.5, (i) Subsidiaries of Plains MLP, Borrower, or of any Guarantor shall not be restricted, directly or indirectly, from declaring and paying dividends or making any other distributions to Plains MLP, Borrower, or any such Guarantor, respectively, (ii) no Restricted Person shall be restricted from making capital contributions to a Wholly Owned Subsidiary of such Restricted Person that is a Guarantor, and (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Plains MLP shall not be restricted from (A) distributing Available Cash (other than amounts required to be applied as otherwise required in any Loan Document) to its partners in accordance with the Partnership Agreement or (B) purchasing its partnership units on the open market in connection with the Incentive and Option Plans.
Limitation on Dividends and Redemptions. No Restricted Person will declare or pay any dividends on, or make any other distribution in respect of, any class of its capital stock or any partnership, limited liability company or other interest in it, nor will any Restricted Person directly or indirectly make any capital contribution of any nature to or purchase, redeem, acquire or retire any shares of the capital stock of or partnership or limited liability company interests in any Restricted Person (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of the capital stock of any Restricted Person, while any Loan or commitment hereunder is outstanding. Notwithstanding the foregoing, (i) Subsidiaries of a Restricted Person shall not be restricted, directly or indirectly, from declaring and paying dividends or making any other distributions to such Restricted Person, and to such Subsidiary's Subsidiary GP pursuant to and in accordance with such Subsidiary's partnership agreement, (ii) no Restricted Person shall be restricted from making capital contributions of any nature to a Wholly Owned Subsidiary of such Restricted Person, and (iii) so long as Borrower shall be in pro forma compliance with each covenant set forth in Section 7.14 prior to and after giving effect to any distribution, and so long as no Event of Default has occurred and is continuing or would result therefrom, Borrower may declare or order and make, pay or set apart, during each Fiscal Quarter, a distribution in respect of its partnership interests if such distribution, together with all other such distributions during such Fiscal Quarter do not exceed Available Cash for the immediately preceding Fiscal Quarter.
