Limitation on Investments and New Businesses. No Restricted Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business and as described below in this Section 7.7 and in Section 7.11, (b) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations as presently conducted, or (c) make any acquisitions of or capital contributions to or other Investments in any Person or property, other than Permitted Investments.
Limitation on Investments and New Businesses. Neither Buyer -------------------------------------------- nor any Subsidiary thereof will make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business (which ordinary course of business includes the acquisition, directly or indirectly, of oil and gas properties), engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations, make any acquisitions of or capital contributions to or other investments in any Person, other than Permitted Investments, or make any significant acquisitions or investments in any properties other than oil and gas properties.
Limitation on Investments and New Businesses. No Restricted -------------------------------------------- Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business, (b) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations, (c) make any acquisitions of or capital contributions to or other Investments in any Person, other than Permitted Investments and Permitted Acquisitions, or (d) make any acquisitions of properties other than Permitted Acquisitions. All transactions permitted under the foregoing subsections (a) through (d), inclusive, are subject to Section 7.5.
Limitation on Investments and New Businesses. No Restricted Person will (a) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its businesses and operations as presently conducted, or (b) make any Investments other than (i) Permitted Investments, and (ii) Asset Acquisitions, provided that with respect to Asset Acquisitions:
(i) substantially all of such business, assets and operations so acquired, or of the Person so acquired, consists of a business or operations similar or related to such Restricted Persons’ businesses and operations as presently conducted;
(ii) any newly-created or acquired Subsidiary shall comply with the requirements of Sections 6.15 and 6.16;
(iii) such Asset Acquisition shall not include or result in any contingent liabilities that would reasonably be expected to be material to the business, financial condition, or operations of Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Board of Directors (or the persons performing similar functions) of Borrower or such Subsidiary if the Board of Directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);
(iv) (A) immediately before and immediately after giving pro forma effect to any such Asset Acquisition, (1) no Default or Event of Default shall have occurred and be continuing and (2) no Borrowing Base Deficiency shall have occurred and be continuing, and (B) immediately after giving effect to such Asset Acquisition, Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 7.11 and 7.12, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent and Lenders pursuant to Section 6.2(a) or (b) as though such Asset Acquisition had been consummated as of the first day of the fiscal period covered thereby and upon the basis of engineering information with respect to any Oil and Gas Properties so acquired prepared by Independent Engineers; and
(v) If any Asset Acquisition involves consideration in excess of the aggregate amount of $20,000,000 or if Asset Acquisitions in any Fiscal Quarter exceed the aggregate amount of $40,000,000, Borrower shall have delivered to Administrative Agent, at least five (5) Business Days prior to the date on which any such Asset Acquisition is to be consummated, a certificate (in form and detail satisfactory to Administrative Agent) of a Responsible Officer, ...
Limitation on Investments and New Businesses. Make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business (which shall be deemed to include expenditures, commitments, obligations and transactions permitted by clause (iii) or clause (iv) of this paragraph 6C(3)); (ii) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations (which shall be deemed to include electric power generation and marketing and expenditures, commitments, obligations and transactions permitted by clause (iii) or clause (iv) of this paragraph 6C(3)); (iii) make any acquisitions of, capital contributions to, or other investments in, any Persons which exceed in the aggregate $500,000 other than (a) capital contributions to and investments in any joint venture described in Schedule 6C(3) or in the Wholly Owned Subsidiaries, (b) acquisitions of equity in corporations or partnerships having as their primary business gas processing, transmission and gathering, oil and gas production and storage or gas marketing and related activities or electric power generation or marketing which do not exceed in the aggregate 10% of Consolidated Net Tangible Assets, (c) deposits with, investments in obligations of and time deposits in any domestic bank or domestic branches of foreign banks which, at the time such deposit or investment is made, are rated A or better by S & P or Xxxxx'x and investments maturing within one year from the date of acquisition in direct obligations of or obligations supported by, the full faith and credit of, the United States of America and (d) purchases of open market commercial paper, maturing within 270 days after acquisition thereof, with the highest or second highest credit rating given by either S & P or Xxxxx'x and investments in money market mutual funds with equivalent ratings or (iv) make any significant acquisitions or investments in any properties other than gas processing, transmission and gathering facilities, domestic oil and gas properties, gas storage facilities, gas inventory and electric power generation facilities which exceeds $5,000,000; provided, however, that the loans referred to in clause (iii) of paragraph 6C(7) may be outstanding.
Limitation on Investments and New Businesses. No Restricted Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business or except as otherwise expressly permitted hereunder, (b) engage directly or indirectly in any business or conduct any operations except the exploration, development and production of oil and gas, (c) make any acquisitions of or Investments in any Person, except (i) Investments in Cash Equivalents and Investments in Wholly-owned Subsidiaries of Borrower or in a Person that as a result of such Investment would be a Wholly-owned Subsidiary of Borrower, provided that the Investments made by the Borrower or any other Restricted Person in a Non-Guarantor Subsidiary may not exceed $5,000,000 in the aggregate at any one time outstanding, or (ii) Investments in a Person, provided that (A) as a result of such Investment (x) the Borrower or any other Restricted Person making such an Investment would have at least ten percent (10%) ownership interest in such Person, and (y) substantially all the assets of such Person would consist of oil and gas properties, (B) the Borrower or any other Restricted Person making such an Investment would be the operator of such oil and gas properties and (C) such Person does not incur any Indebtedness other than Non-Recourse Debt; provided that the Investments made by the Borrower or any other Restricted Person in all Persons under subsection (ii) may not exceed (1) if the Tranche A Term Loans have not been repaid in full in cash, $5,000,000 in the aggregate at any time outstanding and (2) if the Tranche A Term Loans have been repaid in full in cash, $50,000,000 in the aggregate at any one time outstanding unless the Borrower has caused the Investment Percentage of all of the oil and gas properties of such Person to be Mortgaged Property, (d) make any significant acquisition of or Investments in any properties except oil and gas properties; provided that no acquisition or Investment permitted under the immediately preceding clause (d) may be made if a Default, Event of Default or Borrowing Base Deficiency exists at the time such acquisition or Investment is made or will occur as a result thereof.
Limitation on Investments and New Businesses. No Credit Party will, nor will it permit any of its Restricted Subsidiaries to, (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business, (b) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations, or (c) make any acquisitions of or capital contributions to or other Investments in any Person, other than (i) Permitted Investments and (ii) investments in the Equity Interests of any Restricted Subsidiary.
Limitation on Investments and New Businesses. Section 7.7 of the Original Agreement is hereby amended in its entirety to read as follows:
Limitation on Investments and New Businesses. No Restricted Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business, (b) engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations, or (c) make any acquisitions of or capital contributions to or other Investments in any Person, or make any acquisitions of material properties or assets of another Person other than Permitted Investments. All transactions permitted under the foregoing subsections (a) through (c), inclusive, are subject to Section 7.5. General Partner will not engage in any business other than the ownership of Genesis Energy, L.P. and Borrower. Genesis Energy, L.P. will not engage in any business other than the ownership of the Borrower.
Limitation on Investments and New Businesses. No Loan Party will:
(a) engage directly or indirectly in any business or conduct any operations, except (i) in connection with or incidental to its present businesses and operations or complementary to such businesses or operations or (ii) in connection with businesses or operations that are not material to the Borrower and its Subsidiaries on a consolidated basis; or
(b) make any acquisitions of or capital contributions to any Person or any other Investment, except (i) Investments in the ordinary course of business, (ii) purchases of equity interests in Persons involved in the oil and gas industry if the aggregate amount of the purchase price for all such purchases (including the purchase in question) made by the Loan Parties after the date hereof does not exceed $75,000,000, (iii) mergers permitted under Section 7.04, and (iv) Investments received by any Loan Party in connection with workouts with, or bankruptcy, insolvency or other similar proceedings with respect to, customers, working interest owners, other industry partners or any other Person owing monies to such Loan Party.
