Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other Person, except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.; (d) loans and advances to (i) employees of the Borrower or its Subsidiaries and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days; (e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiaries; and (f) loans and advances to suppliers in the ordinary course of business not to exceed $2,000,000 of any one time outstanding, PROVIDED that no such loan or advance shall be outstanding for more than 180 days.
Appears in 1 contract
Samples: Credit Agreement (Recoton Corp)
Limitation on Investments, Loans and Advances. Make The Borrower shall not, and shall not permit any of its Subsidiaries to, make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of of, or any assets constituting a business unit of, or make any other investment in, any other PersonPerson (an "INVESTMENT"), except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(cb) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause securities held by the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately Borrower or any of its Subsidiaries prior to the completion of Closing Date and listed on the Master Disclosure Schedule;
(c) Investments by the Borrower in any Subsidiary and Investments by any such acquisition Subsidiary in the Borrower or in any other transaction unlessSubsidiary; provided, after giving effect theretohowever, that such loans, advances or contributions shall not at any time exceed $250,000.00 in the ratio of Total Liabilities aggregate or $200,000.00 with respect to Total Assets would be less than .50 to 1.0.any single Subsidiary;
(d) loans extensions of trade credit and advances to (i) employees endorsements of the Borrower or its Subsidiaries negotiable instruments and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, other negotiable documents in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days;
(e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiariesordinary course of business; and
(fe) loans and advances to suppliers employees and directors of the Borrower or any of its Subsidiaries for the purchase of Capital Stock of the Borrower under the Borrower's existing stock, option, and restricted stock plans, and for travel, entertainment and relocation expenses, all in the ordinary course of business in an aggregate amount for the Borrower and its Subsidiaries not to exceed Twenty Five Thousand and 00/100 Dollars ($2,000,000 of 25,000.00) at any one time outstanding; PROVIDED HOWEVER, Borrower may make loans, not to exceed the aggregate principal amount of Four Hundred Thousand Dollars and 00/100 ($400,000.00) to Mr. Xxxxxxx Xxxx; PROVIDED FURTHER that no any promissory note or notes evidencing such loan or advance loan(s) to Xx. Xxxx shall be outstanding for more than 180 dayspledged in favor of, and delivered to, the Lender.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other PersonPerson ("Investments"), except:
(a) extensions of trade credit and investments in leases in the ordinary course of business;; 83 82
(b) investments Investments in Cash Equivalents;
(ci) Permitted AcquisitionsInvestments by the Borrower in any Domestic Subsidiary, PROVIDED that no such acquisitionincluding any new Subsidiary, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior (ii) intercompany loans to the completion extent permitted by Section 8.2 and (iii) Investments by the Borrower in any Foreign Subsidiary (it being agreed for purposes of such acquisition or other transaction unless, after giving effect thereto, this clause (iii) that receivables arising solely from actual bona fide intercompany transactions entered into in the ratio ordinary course of Total Liabilities business shall not constitute Investments) in an amount not to Total Assets would be less than .50 to 1.0.exceed $10,000,000 minus the amount of any Indebtedness of Foreign Subsidiaries permitted by Section 8.2(i);
(d) loans and advances to (i) employees of by the Borrower or its Subsidiaries to their respective directors, officers and employees in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding;
(e) loans, advances or Investments in existence on the Closing Date and listed on Schedule 8.9, and extensions, renewals, modifications or restatements or replacements thereof, provided that no such extension, renewal, modification or restatement shall (i) increase the amount of the original loan, advance or investment, or (ii) companies adversely affect the interests of the Lenders with respect to be acquired such original loan, advance or investment or the interests of the Lenders under this Agreement or any other Loan Document in any material respect;
(f) Investments permitted by Sections 8.2(b), 8.4(a), (b), (g), (h), (i), (j), (k) and (l) and 8.8;
(g) promissory notes and other similar non-cash consideration received by the Borrower and its Subsidiaries in connection with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all dispositions permitted by Section 8.6;
(h) Investments consisting of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses Interest Rate Agreements;
(i) Investments (including debt obligations and (iiCapital Stock) shall notreceived in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the aggregateordinary course of business; and
(j) in addition to the foregoing, exceed $5,000,000 Investments by the Borrower or its Subsidiaries in an aggregate amount (at cost, without regard to any write down or write up thereof) at any one time outstanding not to exceed $5,000,000;
(k) the Borrower may purchase certain assets and PROVIDEDliabilities of ADP Claims Solutions Group, FURTHERInc. utilized in the automotive recycling information service business (the "ARISB Acquisition"), provided that no loan (i) to the extent that the cash consideration therefor exceeds $9,000,000 or advance made pursuant the assumed debt in connection therewith exceeds $250,000, such excess(es) shall be a utilization of paragraph (j) above or paragraph (l) 84 83 below to clause the extent permitted thereunder, (ii) the Administrative Agent shall be outstanding have received, with copies for more than 180 days;
each Lender a reasonable time prior to the ARISB Acquisition, a certificate of a Responsible Officer of the Borrower after giving effect to the ARISB Acquisition showing the aggregate purchase price (eincluding the assumption of any Indebtedness) investments for the ARISB Acquisition and Permitted Acquisitions under paragraph (l) below made by the Borrower in and its Subsidiaries since the Closing Date, (iii) such actions as may be required or reasonably requested to ensure that the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected first priority security interest in any assets acquired, subject to Liens permitted by Section 8.3, shall have been taken and investments by (iv) (I) on a pro forma basis for the period of four consecutive fiscal quarters most recently ended (assuming the consummation of the ARISB Acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such Subsidiaries in period of four consecutive fiscal quarters), the Borrower shall be in compliance with the covenants contained in Section 8.1 and (II) the Administrative Agent shall have received calculations in other Subsidiariesreasonable detail reasonably satisfactory to it showing compliance with the requirements of this clause (iv) certified by a Responsible Officer of the Borrower; and
(fl) loans so long as after giving effect thereto no Default or Event of Default shall have occurred and advances to suppliers be continuing, Investments by the Borrower and its Subsidiaries resulting from Permitted Acquisitions in the ordinary course of business an aggregate amount which may include Indebtedness permitted by Section 8.2(l) not to exceed the sum of (A) the amount of $2,000,000 40,000,000 and (B) the amount of common stock of CCI issued subsequent to the Closing Date in connection with Permitted Acquisitions and (C) the portion of Excess Cash Flow for all prior fiscal years commencing with 1997 retained by the Borrower and not utilized pursuant to Section 8.8(b) or the last sentence of this Section 8.9, provided, that (i) the Administrative Agent shall have received, with copies for each Lender at least 15 days prior to such Permitted Acquisition, (I) such opinions (including with respect to environmental matters), certificates and copies of agreements (including any Permitted Acquisition documents) as it shall reasonably request and (II) a certificate of a Responsible Officer of the Borrower after giving effect to such Permitted Acquisition showing the aggregate purchase price (including the assumption of any one time outstandingIndebtedness) for Permitted Acquisitions made by the Borrower and its Subsidiaries since the Closing Date, PROVIDED (ii) such actions as may be required or reasonably requested to ensure that no the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected first priority security interest in any assets acquired, subject to Liens permitted by Section 8.3, shall have been taken and (iii) (I) on a pro forma basis for the period of four consecutive fiscal quarters most recently ended (assuming the consummation of such loan Permitted Acquisition and the incurrence or advance assumption of any Indebtedness in connection therewith occurred on the first day of such period of four consecutive fiscal quarters), the Borrower shall be outstanding for more than 180 daysin compliance with the covenants contained in Section 8.1 and (II) the Administrative Agent shall have received calculations in reasonable detail reasonably satisfactory to it showing compliance with the requirements of this clause (iii) certified by a Responsible Officer of the Borrower.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make or maintain any advance, loan, extension of credit credit, or asset or capital contribution or transfer to, or make or maintain any purchase or holding of any stock, bonds, notes, debentures debentures, or other securities of of, or any assets constituting a business unit of, or make or maintain any other investment inin (all of the foregoing being herein collectively referred to as "investments"), any other Person, except:
(a) investments in the Borrower and Qualified Subsidiaries of the Borrower (provided that such investments in Hanover Land shall not exceed $35,000 per month and must be made for the sole purpose of making repayments on Indebtedness owed by Hanover Land to First Interstate Bank of Texas, N.A., under the Hanover Land Financing plus all amounts necessary to maintain and operate the real property and improvements owned by Hanover Land);
(b) investments in Subsidiaries of the Borrower which are organized under a jurisdiction of the United States other than Qualified Subsidiaries, investments in Subsidiaries of the Borrower which are organized under a jurisdiction outside of the United States, and investments in minority interests in Persons engaged in the natural gas compression and production equipment industries, so long as (i) on or before December 31, 1996, the aggregate investment in such Persons does not exceed 20% of the Consolidated Net Worth of the Borrower as of the end of the most recently ended month
(c) extensions of trade credit in the ordinary course of business;
(bd) investments in Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.;
(de) loans and advances to (i) employees of the Borrower or its Subsidiaries for travel, entertainment, and (ii) companies to be acquired by relocation expenses in the ordinary course of business in an aggregate amount for the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower and its Subsidiaries not to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 250,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days;
(e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiariesoutstanding; and
(f) loans by the Borrower to members of the management of the Borrower the proceeds of which are used by such members of management solely to purchase shares of common stock of the Borrower having such rate, repayment, and advances other terms as shall be reasonably satisfactory to suppliers in the ordinary course Agent, the aggregate amount of business such loans not to exceed $2,000,000 5,000,000 with respect to such loans made on or prior to the date of any one time outstanding, PROVIDED that no this Agreement and not to exceed an additional $3,000,000 with respect to such loan or advance shall be outstanding for more than 180 daysloans made after the date of this Agreement.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any advance, loan, extension Investment (whether such investment shall be of credit or capital contribution to, or purchase any the character of investment in shares of stock, bonds, notes, debentures evidences of indebtedness or other securities of or otherwise) in, or any assets constituting a business unit of, loans or make any other investment inadvances to, any Person other Person, exceptthan:
(a) extensions of trade credit Permitted Investments;
(b) Investments existing on the Effective Date and listed on Schedule 8.7 attached hereto;
(c) sales on open account in the ordinary course of business;
(bi) investments intercompany loans or intercompany Investments made by any Credit Party to or in Cash Equivalents;
(c) Permitted Acquisitionsany Guarantor or any Borrower; provided that, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase case of any intercompany loans or intercompany Investments made by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect theretoany Borrower in any Guarantor, the ratio of Total Liabilities aggregate amount from time to Total Assets would be less than .50 to 1.0.;
(d) loans and advances to (i) employees of the Borrower or its Subsidiaries and time outstanding in respect thereof shall not exceed $2,500,000, (ii) companies to be acquired intercompany loans made by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the any Borrower to merge with or acquire such in RetailMeNot, France, S.A.S., a company organized under the laws of France, which were used solely to finance the acquisition of Abcyne SAS, and (iii) intercompany loans made by any Borrower or substantially all of its assets Guarantor to or in exchange for specified consideration or a letter of intent for the same, PROVIDED that any Foreign Subsidiary so long as (x) the aggregate amount of all such intercompany loans shall not exceed an amount equal to $300,000,000, minus the amount of all Permitted Domestic Acquisitions and advances pursuant Permitted Foreign Acquisitions made during the term of this Agreement, minus the Utilized IP Payments, minus all purchases, redemptions, acquisitions and payments made in accordance with Section 8.5(e), (y) all such amounts are used by such Foreign Subsidiary solely to clauses (i) finance a Permitted Foreign Acquisition or an IP Consolidation Transaction and (iiz) shall notin the case of any intercompany loans used to finance an IP Consolidation Transaction, the amount of cash held or owned by the Foreign Subsidiaries of RMN in the aggregate, after giving effect to such IP Consolidation Transaction and any expenditures by such Foreign Subsidiaries in connection therewith, does not exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER15,000,000; provided, that in each case under this Section 8.7(d), (A) no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or advance made pursuant to clause intercompany Investment or result from such intercompany loan or intercompany Investment being made, (iiB) all intercompany loans shall be outstanding evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents, and (C) no Credit Party will adjust, settle, compromise, amend or modify any such Intercompany Notes executed by a Foreign Subsidiary except for more than 180 days;an adjustment, settlement, compromise, amendment or modification made in good faith and in the ordinary course of business; Table of Contents
(e) investments by the Borrower Investments in its Subsidiaries respect of Hedging Transactions provided that such transaction is entered into for risk management purposes and investments by such Subsidiaries in the Borrower and in other Subsidiaries; andnot for speculative purposes;
(f) loans and advances to suppliers employees, officers and directors of any Borrower or any of its Subsidiaries for moving, entertainment, travel and other similar expenses in the ordinary course of business in the aggregate amount not to exceed $2,000,000 1,000,000 at any time outstanding or to purchase Equity Interests in RMN;
(g) Permitted Domestic Acquisitions, Permitted Foreign Acquisitions and Investments in any Person acquired pursuant to a Permitted Domestic Acquisition or a Permitted Foreign Acquisition;
(h) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed $250,000 at any one time outstanding;
(i) Investments received in connection with the bankruptcy or reorganization of account debtors, PROVIDED suppliers or customers and in settlement of delinquent accounts;
(j) Investments in another Credit Party;
(k) Investments otherwise expressly permitted under the terms of this Agreement;
(l) Investments made in investment grade securities, as determined by at least one Rating Agency, and consistent with Borrowers’ approved investment policy, as disclosed to the Agent, which policy, and any material changes thereto, shall all be in form and substance satisfactory to the Agent; and
(m) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such loan or advance Investment and (ii) the aggregate amount of all such Investments shall not exceed $250,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 8.7 (except as otherwise expressly provided herein), such Investment shall be outstanding taken at the original cost thereof, without allowance for more than 180 daysany subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting all or a material part of a business unit of, or make any other investment in, any other Person, except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be Guarantee Obligations permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.Section 7.2;
(d) loans and advances to (i) employees of the Borrower or any of its Subsidiaries in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $2,000,000 at any one time outstanding;
(iie) companies to be acquired purchases of Common Stock and Common Stock options permitted by Section 7.6(b);
(f) investments made by the Borrower or any of its Subsidiaries with whom the proceeds of any Reinvestment Deferred Amount;
(g) investments by the Borrower has or any of its Subsidiaries in any Person that, prior to such investment, is a Guarantor;
(h) investments in existence on the date hereof and listed on Schedule 7.8(h) and additional investments in, and extensions of credit to, any Subsidiary that is not a Guarantor and/or other Persons, PROVIDED that such additional investments and extensions of credit shall not exceed an aggregate amount of $10,000,000 or, if as of the last day of each of three consecutive fiscal quarters ending subsequent to the date hereof Consolidated EBITDA for the four consecutive fiscal quarters ending on such days shall exceed $100,000,000, $20,000,000;
(i) investments by Friendly's International, Inc. or its United Kingdom Subsidiaries in Shanghai Friendly Food Co., Ltd. as a result of the transfer by the Borrower of its interests in Shanghai Friendly Food Co., Ltd. to such Person;
(j) investments in stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Borrower or any of its Subsidiaries or in satisfaction of judgments and which are readily convertible into cash in U.S. dollars in an amount equal to the fair market value thereof as determined in good faith by the Board of Directors of the Borrower;
(k) investments in securities of account debtors received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;
(l) investments in foreign exchange contracts, currency swap agreements, commodity swap agreements, commodity future agreements, commodity hedge agreements, Interest Rate Protection Agreements and other similar agreements entered into in the ordinary course of business, PROVIDED that such agreements are entered into for bona fide hedging purposes, are not for speculation or trading purposes and are designed to protect against fluctuations in currency exchange rates, commodity prices or interest rates, as the case may be, and, in the case of Interest Rate Protection Agreements, any such Interest Rate Protection Agreement has a binding, written agreement entitling notional amount corresponding to the Indebtedness being hedged thereby;
(m) investments in franchisees of the Borrower in an aggregate amount at any one time outstanding not to merge with exceed $10,000,000;
(n) investments in accounts and notes receivable from franchisees, customers, suppliers and others in the ordinary course of business; and
(o) investments made by the Borrower or acquire such company or substantially all any of its assets Subsidiaries in exchange for specified consideration or connection with a letter Disposition of intent for the sameProperty permitted by Section 7.5, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) such investments held at any time shall not, in the aggregate, not exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days;
(e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiaries; and
(f) loans and advances to suppliers in the ordinary course of business not to exceed $2,000,000 of any one time outstanding, PROVIDED that no such loan or advance shall be outstanding for more than 180 days5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Friendlys Restaurants Franchise Inc)
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting all or a material part of a business unit of, or make any other investment in, any other Person, except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be Guarantee Obligations permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.Section 7.2;
(d) loans and advances to (i) employees of the Borrower or any of its Subsidiaries and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days;
(e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiaries; and
(f) loans and advances to suppliers in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $2,000,000 of at any one time outstanding;
(e) purchases of Common Stock and Common Stock options permitted by Section 7.6(c);
(f) investments made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;
(g) investments by the Borrower or any of its Subsidiaries in any Person that, PROVIDED prior to such investment, is a Guarantor;
(h) investments in existence on the date hereof and listed on Schedule 7.8(h) and additional investments in, and extensions of credit to, any Subsidiary that no is not a Guarantor and/or other Persons, provided that such loan additional investments and extensions of credit shall not exceed an aggregate amount of $10,000,000 or, if as of the last day of each of three consecutive fiscal quarters commencing with the fourth fiscal quarter of the Borrower's 1998 fiscal year Consolidated EBITDA for the four consecutive fiscal quarters ending on such days shall exceed $100,000,000, $20,000,000;
(i) investments by Friendly's International, Inc. or advance its United Kingdom Subsidiaries in Shanghai Friendly Food Co., Ltd. solely as a result of the transfer by the Borrower of its interests in Shanghai Friendly Food Co., Ltd. to such Person;
(j) investments in stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Borrower or any of its Subsidiaries or in satisfaction of judgments and which are readily convertible into cash in U.S. dollars in an amount equal to the fair market value thereof as determined in good faith by the Board of Directors of the Borrower;
(k) investments in securities of account debtors received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;
(l) investments in foreign exchange contracts, currency swap agreements, commodity swap agreements, commodity future agreements, commodity hedge agreements, Interest Rate Protection Agreements and other similar agreements entered into in the ordinary course of business, provided that such agreements are entered into for bona fide hedging purposes, are not for speculation or trading purposes and are designed to protect against fluctuations in currency exchange rates, commodity prices or interest rates, as the case may be, and, in the case of Interest Rate Protection Agreements, any such Interest Rate Protection Agreement has a notional amount corresponding to the Indebtedness being hedged thereby;
(m) investments in franchisees of the Borrower in an aggregate amount at any one time outstanding not to exceed $10,000,000;
(n) investments in accounts and notes receivable from franchisees, customers, suppliers and others in the ordinary course of business; and
(o) investments made by the Borrower or any of its Subsidiaries in connection with a Disposition of Property permitted by Section 7.5, provided that the aggregate amount of such investments held at any time shall be outstanding for more than 180 daysnot exceed $5,000,000.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any advance, loan, extension Investment (whether such investment shall be of credit or capital contribution to, or purchase any the character of investment in shares of stock, bonds, notes, debentures evidences of indebtedness or other securities of or otherwise) in, or any assets constituting a business unit of, loans or make any other investment inadvances to, any Person other Person, exceptthan:
(a) extensions of trade credit Permitted Investments;
(b) Investments existing on the Effective Date and listed on Schedule 8.7 attached hereto;
(c) sales on open account in the ordinary course of business;
(bi) investments intercompany loans or intercompany Investments made by any Credit Party to or in Cash Equivalents;
(c) Permitted Acquisitionsany Guarantor or any Borrower; provided that, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase case of any intercompany loans or intercompany Investments made by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect theretoany Borrower in any Guarantor, the ratio of Total Liabilities aggregate amount from time to Total Assets would be less than .50 to 1.0.;
(d) loans and advances to (i) employees of the Borrower or its Subsidiaries and time outstanding in respect thereof shall not exceed $2,500,000, (ii) companies intercompany loans made by any Borrower to or in RetailMeNot, France, S.A.S., a company organized under the laws of France, to be acquired used solely to finance the 2013 French Acquisition, and (iii) intercompany loans made by the any Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower or Guarantor to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that any Foreign Subsidiary so long as (x) the aggregate amount of all such intercompany loans shall not exceed an amount equal to $100,000,000, minus all Permitted Domestic Acquisitions and advances pursuant (y) all such amounts are used by such Foreign Subsidiary solely to finance a Permitted Foreign Acquisition; and provided, further, that in each case, under clauses (i) ), (ii), and (iiiii) above, (A) no Default or Event of Default shall nothave occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made, (B) all intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents and (C) no Credit Party will adjust, settle, compromise, amend or modify any such Intercompany Notes executed by a Foreign Subsidiary except for an adjustment, settlement, compromise, amendment or modification made in good faith and in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 daysordinary course of business;
(e) investments by the Borrower Investments in its Subsidiaries respect of Hedging Transactions provided that such transaction is entered into for risk management purposes and investments by such Subsidiaries in the Borrower and in other Subsidiaries; andnot for speculative purposes;
(f) loans and advances to suppliers employees, officers and directors of any Borrower or any of its Subsidiaries for moving, entertainment, travel and other similar expenses in the ordinary course of business in the aggregate amount not to exceed $2,000,000 1,000,000 at any time outstanding or to purchase Equity Interests in RMN;
(g) Permitted Domestic Acquisitions and Investments in any Person acquired pursuant to a Permitted Domestic Acquisition;
(h) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed $250,000 at any one time outstanding;
(i) Investments received in connection with the bankruptcy or reorganization of account debtors, PROVIDED suppliers or customers and in settlement of delinquent accounts;
(j) Investments in another Credit Party;
(k) Investments otherwise expressly permitted under the terms of this Agreement; and
(l) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such loan or advance Investment and (ii) the aggregate amount of all such Investments shall not exceed $250,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 8.7 (except as otherwise expressly provided herein), such Investment shall be outstanding taken at the original cost thereof, without allowance for more than 180 daysany subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other Person, except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.;
(d) loans and advances to (i) employees of the Borrower or its Subsidiaries and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 days;
(e) investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiaries; and
(f) loans and advances to suppliers in the ordinary course of business not to exceed $2,000,000 of any one time outstanding, PROVIDED that no such loan or advance shall be outstanding for more than 180 days.
Appears in 1 contract
Samples: Credit Agreement (Recoton Corp)
Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any advance, loan, extension Investment (whether such investment shall be of credit or capital contribution to, or purchase any the character of investment in shares of stock, bonds, notes, debentures evidences of indebtedness or other securities of or otherwise) in, or any assets constituting a business unit of, loans or make any other investment inadvances to, any Person other Person, exceptthan:
(a) extensions of trade credit Permitted Investments;
(b) Investments existing on the Closing Date and listed on Schedule 8.7 to the Disclosure Letter;
(c) sales on open account in the ordinary course of business;
(bd) investments intercompany loans or intercompany Investments made by any Credit Party to or in Cash Equivalents;
(c) Permitted Acquisitionsany Guarantor or Borrower; provided that, PROVIDED in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that no such acquisitionany intercompany loans shall, if requested by Agent, be evidenced by and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior funded under an Intercompany Note pledged to the completion of such acquisition or other transaction unless, after giving effect thereto, Agent under the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.;
(d) loans and advances to (i) employees of the Borrower or its Subsidiaries and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 daysappropriate Collateral Documents;
(e) investments by Intercompany loans or intercompany Investments to a Credit Party that is that is not a Guarantor or Borrower; provided that, the Borrower aggregate amount from time to time outstanding in its Subsidiaries and investments by such Subsidiaries respect thereof shall not exceed Five Million Dollars ($5,000,000) in the Borrower and in other Subsidiaries; andany Fiscal Year;
(f) Investments in respect of Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes;
(g) Investments not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to suppliers employees, officers or directors relating to the purchase of Equity Interests of Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by Borrower’s Board of Directors;
(h) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the license of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $2,500,000 in any Fiscal Year;
(i) Permitted Acquisitions and Investments in any Person acquired pursuant to a Permitted Acquisition;
(j) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business or in satisfaction of requirements imposed by governmental authorities in an aggregate amount for such deposits not to exceed $2,000,000 of 2,500,000 at any one time outstanding;
(k) Investments accepted in connection with permitted transfers under Section 8.4;
(l) Investments consisting of notes receivable of, PROVIDED or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that no this subparagraph shall not apply to Investments of Borrower in any Subsidiary;
(m) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;
(n) Investments made prior to the consummation of any Permitted Acquisition consisting of reasonable xxxxxxx money deposits, working fees or other similar prepaid consideration or similar amounts that would be applied toward consideration upon consummation of such loan Permitted Acquisition (in each case whether or advance shall be outstanding for more than 180 days.not refundable under any circumstances);
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other Person, except:
(a) extensions any extension of trade credit in the ordinary course of businessbusiness and investments in customer accounts or notes receivable for inventory sold or services rendered in the ordinary course of business and consistent with past practice;
(b) investments any investment in Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be Capital Expenditures permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.under SECTION 6.8;
(d) loans any investment by the Borrower in any Approved Subsidiary or any wholly-owned, direct or indirect Subsidiary of an Approved Subsidiary and advances to (i) employees of any investment by any Subsidiary in the Borrower or its Subsidiaries and (ii) companies to be acquired by the Borrower with whom the Borrower has entered into a bindingany Approved Subsidiary or any wholly-owned, written agreement entitling the Borrower to merge with direct or acquire such company or substantially all indirect Subsidiary of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 daysan Approved Subsidiary;
(e) investments received in connection with the bankruptcy of suppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, in each case, in settlement of delinquent obligations or disputes with such suppliers or customers;
(f) deposits permitted under SECTION 6.3(c);
(g) any advance or loan by the Borrower or any Domestic Subsidiary to any Foreign Subsidiary, PROVIDED that the aggregate principal amount of all such advances or loans shall not exceed the Dollar Equivalent of $5,000,000 in its Subsidiaries and investments any fiscal year;
(h) the purchase by such Subsidiaries in the Borrower and in other Subsidiaries; andor any Subsidiary of the shares of Capital Stock of Curamik pursuant to the Curamik Documents;
(fi) loans and advances to suppliers Subsidiaries in connection with the Acquisition; and
(j) loans and advances to employees of the Borrower and its Subsidiaries in the ordinary course of business (including without limitation for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $2,000,000 of at any one time outstanding, PROVIDED that no such loan or advance shall be outstanding for more than 180 days.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other Person, exceptexcept :
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) in connection with Permitted Acquisitions, PROVIDED that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.;
(d) loans to officers of the Borrower listed on Schedule 10.10 in aggregate principal amounts outstanding not to exceed the respective amounts set forth for such officers on said Schedule;
(e) loans and advances to (i) employees of the Borrower or its Subsidiaries for travel, entertainment and (ii) companies to be acquired by relocation expenses in the ordinary course of business in an aggregate amount for the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower and its Subsidiaries not to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 250,000 at any one time outstanding and PROVIDED, FURTHER, that no loan or advance made pursuant to clause (ii) shall be outstanding for more than 180 daysoutstanding;
(ef) investments by the Borrower in its Subsidiaries Subsidiary Guarantors and investments by such Subsidiaries Subsidiary Guarantors in the Borrower and in other SubsidiariesSubsidiary Guarantors;
(g) loans by the Borrower to its employees in connection with management incentive plans in an aggregate amount not to exceed $500,000;
(h) investments in Foreign Subsidiaries (i) made prior to the Amended and Restated Closing Date, or (ii) made from and after the Amended and Restated Closing Date in an aggregate amount, together with the aggregate principal amount of all Indebtedness outstanding pursuant to Section 10.2(d), not exceeding $15,000,000 at any time outstanding;
(i) venture investments for purposes of technological development related to the lines of business described in Section 10.16 in an aggregate amount not to exceed at any time 5% of the book value of the equity of the Borrower at such time;
(j) open-market purchases of publicly traded securities made for the ultimate purpose of consummating a Permitted Acquisition in an aggregate amount not to exceed, at any time prior to the consummation of such Permitted Acquisition, $20 million;
(k) investments consisting of Indebtedness permitted under Section 10.2;
(l) in connection with the O'Gara Acquisition; and
(fm) loans and advances to suppliers in connection with the ordinary course of business not to exceed $2,000,000 of any one time outstanding, PROVIDED that no such loan or advance shall be outstanding for more than 180 daysGuardian Acquisition.
Appears in 1 contract
Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any other PersonPerson (each an "Investment"), except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments Investments in cash and Cash Equivalents;
(c) Permitted Acquisitions, PROVIDED Pending Physician Transactions that no such acquisition, and no transaction described in subsection 7.5(c), shall be permitted that would cause close within ninety days after the Consolidated Total Liabilities to increase by more than 75% over the Consolidated Total Liabilities outstanding immediately prior to the completion of such acquisition or other transaction unless, after giving effect thereto, the ratio of Total Liabilities to Total Assets would be less than .50 to 1.0.Closing Date;
(d) Permitted Physician Transactions;
(e) Investments existing on the Closing Date and described on Schedule 7.8, setting forth the respective amounts of such Investments as of the Closing Date;
(f) loans and advances to (i) officers, directors or employees of the Borrower or its Subsidiaries and (ii) companies to be acquired by in the ordinary course of business in an aggregate amount for the Borrower with whom the Borrower has entered into a binding, written agreement entitling the Borrower and its Subsidiaries not to merge with or acquire such company or substantially all of its assets in exchange for specified consideration or a letter of intent for the same, PROVIDED that the aggregate amount of all loans and advances pursuant to clauses (i) and (ii) shall not, in the aggregate, exceed $5,000,000 2,500,000 at any one time outstanding (inclusive of any such loans or advances listed on Schedule 7.8), provided that (i) all such loans and PROVIDEDadvances shall be evidenced by recourse promissory notes, FURTHER(ii) such promissory notes shall not contain any restriction on assignment or transfer and (iii) the Agent, for the ratable benefit of itself and the other Lenders, shall hold a perfected, first priority security interest in all such promissory notes and related security pursuant to the Security Documents;
(g) loans and advances to physicians in connection with the recruitment or retention of such physicians by Affiliated Providers, provided that (i) the aggregate principal amount of all such loans and advances at any time outstanding shall not exceed $5,000,000 (inclusive of any such loans or advances listed on Schedule 7.8), (ii) the aggregate loans and advances to any physician shall not exceed $300,000, (iii) no loan or advance made shall have a maturity greater than three years, (iv) all such loans and advances shall be evidenced by recourse promissory notes, (v) such promissory notes shall not contain any restriction on assignment or transfer and (vi) the Agent, for the ratable benefit of itself and the other Lenders, shall hold a perfected, first priority security interest in all such promissory notes and related security pursuant to clause (ii) shall be outstanding for more than 180 daysthe Security Documents;
(eh) investments Investments by the Borrower in its Subsidiaries and investments by such Subsidiaries in the Borrower and in other Subsidiaries;
(i) Investments of the Borrower and its Subsidiaries under the Hedge Agreements permitted by subsection 7.2(d);
(j) advances of premiums under split-dollar life insurance policies, provided that (i) the owner of each such policy is a physician employed by an Affiliated Provider, (ii) such split-dollar life insurance policy was purchased as partial consideration for the employment of the physician by an Affiliated Provider in connection with a Physician Transaction involving such Affiliated Provider and (iii) the insurance policy has been assigned to the Borrower or a Subsidiary to secure premium advances on such policy by the Borrower or such Subsidiary and reassigned to the Agent, for the ratable benefit of itself and the Lenders, pursuant to the Security Documents; and
(fk) loans Program Loans by the Borrower and advances its Subsidiaries to suppliers in the ordinary course of business not Affiliated Providers pursuant to exceed $2,000,000 of any one time outstandingService Agreements, PROVIDED provided that no such loan or advance (i) each Program Loan shall be outstanding evidenced by a recourse promissory note, (ii) each such promissory note shall not contain any restriction on assignment or transfer and (iii) the Agent shall hold a perfected, first priority security interest in all Program Loans and all security therefor, for more than 180 daysthe ratable benefit of itself and the Lenders, pursuant to the Security Documents.
Appears in 1 contract
