Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, except: (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility); (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary); (3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate; (4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) any encumbrance or restriction arising under or by reason of applicable law; (7) any encumbrance or restriction contained in the Indenture; (8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and (11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Friendly Ice Cream Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on May 20, 1998 or the Issue Date (including pursuant to the New Credit Facility)Facility as in effect on May 20, 1998;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 4.05(i) or (2ii) of or this Section clause (iii) or contained in any amendment to an agreement referred to in clause (1Section 4.05(i) or (2ii) of or this Sectionclause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not not, taken as a whole, materially less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) any such encumbrance or restriction consisting of customary provisions restricting (x) assignment, subletting or other transfers contained in leases, licenses and similar agreements to the extent such provisions restrict the transfer of the lease or the property subject thereto, or (y) the assignment or other transfer of any lease or other contract;
(v) in the case of clause (iii)c) of this Section 4.05, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary or Permitted Liens to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages or Permitted Liens; and
(5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (J H Heafner Co Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or any of its Restricted Subsidiaries, (iib) make any loans or advances to the Company or any of its Restricted Subsidiaries or (iiic) transfer any of its property or assets to the Company or any of its Restricted SubsidiarySubsidiaries, except:
(1i) any encumbrance or restriction pursuant to (a) applicable law or (b) an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1c) (i) or (2c) (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1c)(i) or (2c)(ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of clause (iiic), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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 contract or (C2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;; and
(5v) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Wki Holding Co Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to or, in the New case of the Credit Facility)Agreement, as in effect on the Acquisition Closing Date;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing of evidencing Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) without violation of any provisions of this Section or Indenture including those contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionSection 4.05; provided, however, that the encumbrances and restrictions contained with respect to such Restricted Subsidiary are, in the good faith judgment of the Board of Directors, no more restrictive in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any agreements of such agreement as determined Restricted Subsidiary in good faith by effect at, or entered into on, the Company and evidenced by an Officers' CertificateIssue Date;
(4) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or in licenses entered into in the ordinary course of business to the extent such licenses restrict the transfer of the license or the property licensed thereunder;
(5) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(56) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in any agreement that is not more restrictive than the Indenturerestrictions under the terms of the Credit Agreement as in effect on the Acquisition Closing Date;
(8) customary provisions in joint venture agreements relating solely the case of clause (c) above, restrictions on the transfer of assets subject to any Lien imposed by the securities, assets and revenues holder of such joint venture or other business ventureLien;
(9) any encumbrance provisions with respect to the disposition or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right distribution of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained or property in leases joint venture agreements and other similar agreements entered into by a Restricted Subsidiary in the ordinary course of business;
(10) any restriction arising under applicable law, regulation or order;
(11) any restriction contained in any agreement or instrument governing Capital Stock (other than Disqualified Stock) of any Restricted Subsidiary that is in effect on the date such Restricted Subsidiary is acquired by the Company or a Restricted Subsidiary; and
(1112) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been any restriction on cash or other deposits or net worth imposed by customers under contracts entered into for in the sale or other disposition ordinary course of all of the Capital Stock or assets of such Restricted Subsidiarybusiness.
Appears in 1 contract
Samples: Indenture (Intersil Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Borrower;
(ii2) make any loans or advances to the Company or Borrower; or
(iii3) transfer any of its property or assets to the Company or any Restricted SubsidiaryBorrower, except:
(1A) any encumbrance or restriction pursuant to applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Restatement Date;
(2B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date Borrower (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Borrower) and outstanding on such date;
(3C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 6.03(3)(A) or (2Section 6.03(3)(B) of or this Section 6.03(3)(C) or contained in any amendment to an agreement referred to in clause (1Section 6.03(3)(A) or (2Section 6.03(3)(B) of or this SectionSection 6.03(3)(C); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment are not materially no less favorable in any material respect to the Senior Noteholders Lenders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4D) in the case of clause (iiiSection 6.03(3), any encumbrance or restriction restriction:
(Ai) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) by virtue or the assignment or transfer of any transfer ofsuch lease, agreement to transfer, option license 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 other contract; or
(Cii) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5E) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6F) any encumbrance or restriction arising existing under or by reason of applicable lawIndebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity;
(7G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3);
(H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and
(J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the Indenture;terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if:
(8) customary provisions in joint venture agreements relating solely to i) the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary applies only in the ordinary course event of business; and
(11) customary restrictions a payment default or a default with respect to a Restricted Subsidiary pursuant financial covenant contained in such Indebtedness or agreement; or
(ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to an agreement that has been entered into for materially affect the sale Borrower’s ability to make principal or other disposition of all interest payments on the Obligations, as determined in good faith by a Financial Officer of the Capital Stock or assets of such Restricted SubsidiaryBorrower, whose determination shall be conclusive.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company or any Restricted Subsidiary, except:
. The preceding provisions will not prohibit (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date; (including pursuant to the New Credit Facility);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
in contemplation of the transaction) and outstanding on such date; (3iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 707(i) or (2ii) of or this Section clause (iii) or contained in any amendment to an agreement referred to in clause (1Section 707(i) or (2ii) of or this Sectionclause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable in any material respect to the Senior Noteholders Holders of the Securities than the encumbrances and restrictions contained in any such agreement as determined agreements referred to in good faith by Section 707(i) or (ii) on the Company and evidenced by an Officers' Certificate;
Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (4iv) in the case of clause (iii)3) of this Section 707, any encumbrance or restriction (Aa) imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interests in the joint venture (b) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) by virtue or the assignment or transfer of any transfer ofsuch lease, agreement to transferlicense or other contract; (c) contained in mortgages, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Agreement securing Indebtedness of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
; or (5d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (v) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of this Section 707 on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;
; and (6viii) any encumbrance encumbrances or restriction restrictions arising under or existing by reason of applicable law;
(7) law or any encumbrance applicable rule, regulation or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiaryorder.
Appears in 1 contract
Samples: First Supplemental Indenture (Hanover Compressor Co /)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will Guarantor shall not, and will shall not permit any Restricted Subsidiary other than the Company to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary other than the Company; (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or another Restricted Subsidiary, (iib) to make any loans or advances to the Company or another Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company or any another Restricted Subsidiary, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date; (including pursuant to the New Credit Facility);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such agreement as determined encumbrance or restriction consisting of customary nonassignment provisions related to intellectual property and in good faith by leases governing leasehold interests to the Company and evidenced by an Officers' Certificate;
extent such provisions restrict the transfer of the lease or the property leased thereunder; (4v) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary other than the 39 47 Company to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
agreements or mortgages; (5vi) any restriction with respect to a Restricted Subsidiary other than the Company imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
; and (6vii) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition relating to Indebtedness permitted by clause (iii) of all paragraph (b) of the Capital Stock or assets of such Restricted SubsidiarySection 4.07.
Appears in 1 contract
Samples: Indenture (Scotsman Industries Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary;
(ii2) make any loans or advances to the Company or any Restricted Subsidiary; or
(iii3) transfer any of its property or assets to the Company or any Restricted Subsidiary, except.
(b) The provisions of Condition 3.5
(a) will not prohibit:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)in contemplation of the transaction) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale effecting a refunding, replacement or other disposition refinancing of all Indebtedness referred to in sub-condition (i) or (ii) of the Capital Stock this Condition 3.5(b) or assets of such Restricted Subsidiary.this sub-condition (iii) or contained in any amendment to an agreement relating to any Indebtedness referred to in sub-condition (i) or
Appears in 1 contract
Samples: Senior Notes Agreement
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. Such limitation shall not apply (a) with respect to clauses (i), except:
(ii) and (iii), to encumbrances and restrictions (1) any encumbrance or restriction pursuant to an agreement in the Bank Credit Facilities and other agreements and instruments, in each case as in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);
Date, (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or of a Restricted Subsidiary and outstanding on existing at the time it became a Restricted Subsidiary if such date (other than Indebtedness Incurred encumbrance or restriction was not created in anticipation of or in connection with, or in contemplation of, with the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the subject of clause (a)(1) or (2) above or clause (b)(1) or (2) below, provided that such encumbrance or restriction is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (b) with respect to clause (iii) only, to (1) any restriction on the sale, transfer or other disposition of Property relating to Indebtedness that is permitted to be Incurred and secured under Sections 4.03 and 4.10, (2) any encumbrance or restriction applicable to Property at the time it is acquired by the Company or a Restricted Subsidiary);
, so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in anticipation of or in connection with such acquisition, (3) any encumbrance customary provisions restricting subletting or restriction pursuant to an agreement effecting a Refinancing assignment of Indebtedness Incurred pursuant to an agreement referred to leases and customary provisions in clause other agreements that restrict assignment of such agreements or rights thereunder and (14) or (2) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and customary restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security sale agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict limiting the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiarysale.
Appears in 1 contract
Samples: Indenture (Stone Energy Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary;
(ii2) make any loans or advances to the Company or any Restricted Subsidiary (iiiit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary.
(b) However, exceptparagraph (a) of this Section 4.10 will not prohibit:
(1) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date, including, without limitation, this Indenture as in effect on such date;
(2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired;
(3) encumbrances and restrictions contained in contracts entered into 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, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary;
(5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive;
(6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
(3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause clauses (1) through (5), clause (12) or this clause (26) of this Section 4.10(b) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clause clauses (1) through (5), clause (12) or this clause (26) of this SectionSection 4.10(b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are not materially no less favorable in any material respect to the Senior Noteholders Holders of the Notes than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificateagreements governing the Indebtedness being refunded, replaced or refinanced;
(47) in the case of clause (iii)3) of Section 4.10(a) above, any encumbrance or restriction restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a leaselease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract;
(B) by virtue of any transfer ofcontained in mortgages, agreement to transfer, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Indenture securing Indebtedness of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements;
(5C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof;
(D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or
(E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business;
(8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.10(a) on the property so acquired;
(9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;
(610) any encumbrance customary encumbrances or restriction restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”;
(11) encumbrances or restrictions arising under or existing by reason of applicable lawlaw or any applicable rule, regulation or order;
(712) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.07; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the IndentureCompany and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Senior Secured Credit Agreement and in this Indenture as in effect on the Issue Date;
(8) customary provisions in joint venture agreements relating solely to 13) the securities, assets and revenues issuance of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 4.07 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements;
(15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(1116) customary restrictions any encumbrance or restriction contained in the Senior Secured Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for such dividend and other payment restrictions than those contained in the sale or other disposition of all of Senior Secured Credit Agreement as in effect on the Capital Stock or assets of such Restricted SubsidiaryIssue Date.
Appears in 1 contract
Samples: Indenture (Goodrich Petroleum Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (Date, including pursuant to the New Credit Facility);
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section covenant or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this Sectioncovenant or this clause (3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4) any such encumbrance or restriction consisting of customary non- assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased hereunder;
(5) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and
(56) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Applied Power Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will Guarantor shall not, and will shall not permit any Restricted Subsidiary other than the Company to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary other than the Company; (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or another Restricted Subsidiary, (iib) to make any loans or advances to the Company or another Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company or any another Restricted Subsidiary, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date; (including pursuant to the New Credit Facility);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.no
Appears in 1 contract
Samples: Indenture (Scotsman Industries Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, exceptto:
(b) The foregoing limitations shall not apply to: (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including including, without limitation, under any Credit Facilities, related Hedging Obligations and Cash Management Services), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable, taken as a whole, than those contained in such agreements as in effect on the Issue Date, as determined in good faith by the Company; (2) any encumbrance or restriction existing under or by reason of Debt Incurred pursuant to Sections 4.08 and 4.10; provided that either (i) the New encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Debt or agreement or (ii) the Company determines at the time any such Debt is Incurred (or, in the case of any such Debt under a revolving Credit Facility, at the time such revolving Credit Facility is established);
, and at the time of any modification of the terms of any such encumbrance or restriction, that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes as they become due; (23) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a any other Restricted Subsidiary of the Company and outstanding on such date (date, other than Indebtedness Debt Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a any other Restricted Subsidiary);
Subsidiary of the Company; (34) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause Section 4.11(b)(1), (12) or (23) of or this Section 4.12(b)(4) or contained in any amendment to an agreement referred to in clause Section 4.12(b)(1) , (12) or (23) of or this SectionSection 4.12(b)(4); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.the
Appears in 1 contract
Samples: Indenture (Pilgrims Pride Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1i) any encumbrance or restriction pursuant to an the Bank Facility or any other agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.5 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.5 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to any such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificateagreements;
(4iv) in the case of clause (iii), any such encumbrance or restriction (A) that restricts consisting of customary non-assignment provisions in a customary manner leases to the extent such provisions restrict the subletting, assignment or transfer of any the lease or the property leased thereunder or asset that is subject to a leasein purchase money financings;
(v) in the case of Section 4.5(c), license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(5vi) encumbrances or restrictions imposed by operation of any applicable law, rule, regulation or order; and
(vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Chiles Magellan LLC)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or any Restricted Subsidiary, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, exceptexcept for:
(1a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Subsidiary of, or was acquired by by, the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of, or was acquired by by, the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3c) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in such agreement relate solely to the property so acquired;
(d) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1a), (b) or (2c) of this Section hereof or contained in any amendment to an agreement referred to in clause (1) or (2) of this Sectionany such agreement; provided, however, that the encumbrances any encumbrance and restrictions any restriction contained in any such refinancing agreement or amendment are not materially is no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions any encumbrance or restriction contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;agreement; and
(4e) in the case of clause (iii), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset, (B2) 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 or any Restricted Subsidiary not otherwise prohibited by the this Indenture or (C3) contained in security agreements securing Indebtedness of a Restricted Subsidiary arising or agreed to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement business and that has been entered into for does not, individually or in the sale or other disposition aggregate, detract from the value of all of the Capital Stock property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Anacomp Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any of its Restricted Subsidiaries;
(ii2) make any loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its property or assets to the Company or any of its Restricted SubsidiarySubsidiaries, except:
(1a) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1a) or (2b) of this Section 4.05 or this clause (c) or contained in any amendment to an agreement referred to in clause (1a) or (2b) of this SectionSection 4.05 or this clause (c); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4d) in the case of clause (iii3), any encumbrance or restriction restriction:
(Ai) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, ; or
(B) 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 (Cii) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5e) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6f) any encumbrance or restriction arising under relating to Purchase Money Indebtedness or by reason Capitalized Lease Obligations for property acquired in the ordinary course of applicable lawbusiness that imposes restrictions on the ability of the Company or a Restricted Subsidiary to sell, lease or transfer the acquired property to the Company or its Restricted Subsidiaries;
(7g) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture restrictions on cash or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred deposits imposed by customers under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements contracts entered into by a Restricted Subsidiary in the ordinary course of business; and
(11h) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been any encumbrance or restriction contained in joint venture agreements and other similar agreements entered into in the ordinary course of business and customary for the sale or other disposition such types of all of the Capital Stock or assets of such Restricted Subsidiaryagreements.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company or any a Restricted Subsidiary, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date Date; (including pursuant to the New Credit Facility);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such agreement as determined encumbrance or restriction consisting of customary nonassignment provisions in good faith by leases governing leasehold interests to the Company and evidenced by an Officers' Certificate;
extent such provisions restrict the transfer of the lease or the property leased thereunder; (4v) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
agreements or mortgages; and (5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Kelley Operating Co LTD)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:except in each case described in the foregoing (a), (b) and (c):
(1i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)8-3/4% Senior Notes Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction (1) entered into after the 8-3/4% Senior Notes Closing Date and prior to the Closing Date pursuant to Section 4.05(iii) of the 8-3/4% Senior Notes Indenture or (2) pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of clause (iii)c) of this Section 4.05, any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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 contract or (C2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5v) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;; and
(6vi) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other similar agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Land O Lakes Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to
(i1) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, ,
(ii2) make any loans or advances to the Company or Company, or
(iii3) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany.
(b) The provisions of clauses (1), except(2) and (3) of the foregoing paragraph (a) do not apply to:
(1) any encumbrance or restriction pursuant to an agreement of the Company or any of its Subsidiaries in effect at or entered into on the Issue Date Date;
(including 2) any encumbrance or restriction contained in the terms of any agreement pursuant to which such Indebtedness was issued if (x) either (i) the New Credit Facilityencumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith);
(23) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(34) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1), (2) or (23) of paragraph (a) above or this Section clause (4) or contained in any amendment to an agreement referred to in clause (1), (2) or (23) of paragraph (a) above or this Sectionclause (4); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable favorable, taken as a whole, to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(45) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a pursuant to customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect torestrictions on, or Lien customary conditions to the payment of dividends or other distributions on, any property or assets of equity interests owned by the Company or any Restricted Subsidiary not otherwise prohibited by in any joint venture or similar enterprise contained in the Indenture constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, to the extent encumbrances or restrictions apply solely to the income of such joint venture or similar enterprise;
(6) any encumbrance or restriction pursuant to customary restrictions contained in (i) agreements governing any Non-Recourse Indebtedness or Permitted Co-investments, or (Cii) the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower under any Non-Recourse Indebtedness or of any Co-investment Vehicle;
(7) any encumbrance or restriction contained in the terms of any agreement governing Indebtedness directly or indirectly secured by real property or other related assets that are customary for real property financing transactions, such as cash collateral accounts or impounds or reserves required for payment of taxes, insurance, security deposits, capital expenditures and repairs, interest and tenant improvements and leasing commissions; and
(8) any encumbrance or restriction pursuant to applicable law; and
(c) Only the provisions of clause (3) of the foregoing paragraph (a) do not apply to:
(1) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests or licenses of intellectual property to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder;
(2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(53) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(4) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;; and
(65) any encumbrance arising or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely agreed to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect , not relating to a Restricted Subsidiary pursuant to an agreement any Indebtedness, and that has been entered into for do not, individually or in the sale or other disposition of all aggregate, detract from the value of the Capital Stock property or assets of such the Company or any Restricted SubsidiarySubsidiary in a manner material to the Company and its Restricted Subsidiaries, taken as a whole.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, ; 52 45
(ii) make any loans or advances to the Company or Company; or
(iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, Company; except:
(1a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (Date, including pursuant to the New Credit Facility)Agreement;
(2b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Preferred Stock issued and outstanding by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a Restricted SubsidiaryCompany);
(3c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (1a) or (2b) of or this Section clause (c) or contained in any amendment to an agreement referred to in clause clauses (1a) or (2b) of or this Sectionclause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment amendment, taken as a whole, are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions contained Holders in any such agreement material respect, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than encumbrances and evidenced by an Officers' Certificaterestrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date;
(4d) in the case of clause (iii)) of this Section 4.05, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset, (B) by 53 46 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 Indenture, (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by the senior management of the Company;
(e) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5f) any restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6g) any encumbrance or restriction imposed solely upon a Foreign Subsidiary; provided, however, that immediately after giving effect to such encumbrance or restriction, the Company would be able to Incur at least $1.00 of Indebtedness pursuant to Section 4.03(a); and
(h) encumbrances or restrictions arising under or existing by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Ero Marketing Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create directly or indirectly, create, assume or otherwise cause or permit suffer to exist or become effective effective, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary (other than a Foreign Subsidiary) to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock held by the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the CompanyCompany or any other Restricted Subsidiary, (iic) make any loans or advances to the Company or any other Restricted Subsidiary or (iiid) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except:
. Such limitation will not apply (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant clauses (c) and (d) only, to an agreement relating to encumbrances and restrictions (i) in existence under or by reason of any Indebtedness Incurred agreements in effect on the Closing Date, (ii) required by the Senior Credit Facility that are not more restrictive than those in effect under the Senior Credit Facility on the Closing Date, (iii) existing at such Restricted Subsidiary on or prior to at the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary time it became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
if (3A) any such encumbrance or restriction was not created in anticipation of such acquisition and (B) immediately following such acquisition, on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to an agreement effecting a Refinancing clause (a) of Indebtedness Incurred pursuant to Section 1008 or (iv) which result from the renewal, refinancing, extension or amendment of an agreement referred to in clause the immediately preceding clauses (1i), (ii) or and (2iii) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; above, provided, however, that such replacement or encumbrance or restriction is no more restrictive to the encumbrances Company or Restricted Subsidiary and restrictions contained in any such refinancing agreement or amendment are is not materially less favorable to the Senior Noteholders Holders of Securities than those under or pursuant to the encumbrances agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(42) in the case of with respect to clause (iii)d) only, to (i) any restriction on the sale, transfer or other disposition of assets or Property securing Indebtedness as a result of a Lien permitted under Section 1009, (ii) any encumbrance or restriction (A) that restricts in a customary manner the sublettingconnection with an acquisition of Property, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (iv) any encumbrance or restriction due to applicable law, (v) customary restrictions restrict contained in asset sale agreements limiting the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
and (6vi) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction restrictions contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary purchase money obligations for Property acquired in the ordinary course of business; and
(11) customary restrictions business with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets transfers of such Restricted SubsidiaryProperty.
Appears in 1 contract
Samples: Indenture (Vintage Petroleum Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(A) with respect to clause (i), (ii) and (iii): (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);
Date; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of clause (A) of this Section 4.14 or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of clause (A) of this SectionSection 4.14 or this clause (3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;predecessor agreements; and
(4B) in the case of with respect to clause (iii), ) only: (1) any such encumbrance or restriction (A) that restricts consisting of customary nonassignment provisions in a customary manner leases governing leasehold interests to the subletting, assignment or extent such provisions restrict the transfer of any the lease or the property or asset that is subject to a lease, license or similar contract, leased thereunder; (B2) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
agreements or mortgages; and (53) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Usx Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary;
(ii2) make any loans or advances to the Company or any Restricted Subsidiary; or
(iii3) transfer any of its property or assets to the Company or any Restricted Subsidiary, except. The preceding provisions will not prohibit:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);
(2a) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)in contemplation of the transaction) and outstanding on such date;
(3b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2a) of this Section paragraph or this clause (b) or contained in any amendment to an agreement referred to in clause (1) or (2a) of this Sectionparagraph or this clause (b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable in any material respect to the Senior Noteholders Holders of the Securities than the encumbrances and restrictions contained in any such agreement as determined agreements referred to in good faith by clause (a) of this paragraph on the Company and evidenced by an Officers' CertificateIssue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;
(4c) in the case of clause (iii)3) of the first paragraph of this Section 3.6, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.restriction:
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Borrower;
(ii2) make any loans or advances to the Company or Borrower; or
(iii3) transfer any of its property or assets to the Company or any Restricted SubsidiaryBorrower, except:
(1A) any encumbrance or restriction pursuant to applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Restatement Date;
(2B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date Borrower (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Borrower) and outstanding on such date;
(3C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 6.03(3)(A) or (2Section 6.03(3)(B) of or this Section 6.03(3)(C) or contained in any amendment to an agreement referred to in clause (1Section 6.03(3)(A) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.or
Appears in 1 contract
Samples: First Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date; (including pursuant to the New Credit Facility);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.such
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to to:
(i) pay dividends dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Indebtedness Debt or other obligation owed to the Company, Company or any Subsidiary Guarantor;
(ii) make any loans or advances to the Company or any Subsidiary Guarantor; or
(iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, exceptSubsidiary Guarantor.
(b) The foregoing limitations shall not apply to:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to including, without limitation, under the New Senior Secured Credit FacilityAgreements, related Hedging Obligations and Cash Management Services), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable, taken as a whole, than those contained in such agreements as in effect on the Issue Date, as determined by the Company;
(2ii) any encumbrance or restriction existing under or by reason of Debt Incurred pursuant to Sections 4.08 and 4.10 provided that (x) either (A) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Debt or agreement or (B) the Company determines at the time any such Debt is Incurred (or, in the case of any such Debt under a revolving Credit Facility, at the time such revolving Credit Facility is established), and at the time of any modification of the terms of any such encumbrance or restriction, that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes as they become due;
(iii) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a any other Restricted Subsidiary of the Company and outstanding on such date (date, other than Indebtedness Debt Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a any other Restricted Subsidiary)Subsidiary of the Company;
(3iv) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (1Section 4.12(b)(i), (ii) or (2(iii) of or this Section Section 4.12(b)(iv) or contained in any amendment to an agreement referred to in clause (1Section 4.12(b)(i), (ii) or (2(iii) of or this SectionSection 4.12(b)(iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment amendment, taken as a whole, are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement Holders, as determined in good faith by the Company and evidenced by an Officers' CertificateCompany, than those existing immediately prior to the entry into such agreement, refinancing agreement or amendment;
(4v) in the case of clause (iiiSection 4.12(a)(iii), any encumbrance or restriction restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or similar other contract, ;
(B) 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 of its Restricted Subsidiary Subsidiaries not otherwise prohibited by the Indenture or this Indenture;
(C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement;
(D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined by the Company; and
(E) contained in security agreements agreements, mortgages or similar documents securing Indebtedness Debt of a Restricted Subsidiary of the Company incurred in accordance with this Indenture to the extent such encumbrance those encumbrances or restrictions restrict the transfer of the property subject to such security agreements;
(5vi) any restriction with respect to a Restricted Subsidiary of the Company or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition;
(6vii) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order;
(viii) any encumbrance or restriction arising under Capitalized Lease Obligations and purchase money obligations for property leased or by reason acquired in the ordinary course of applicable lawbusiness that impose encumbrances or restrictions of the nature described inSection 4.12(a)(iii) on the property so leased or acquired;
(7ix) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the securities, assets and revenues of such joint venture or other business ventureventures;
(9x) any encumbrance restrictions on cash or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary other deposits or net worth provisions contained in leases and other agreements imposed by customers under contracts entered into by a Restricted Subsidiary in the ordinary course of business; and
(11xi) customary restrictions created in connection with respect any Receivables Facility that are necessary or advisable to a Restricted Subsidiary pursuant to an agreement that has been entered into for effect such Receivables Facility, as determined by the sale or other disposition of all of the Capital Stock or assets of such Restricted SubsidiaryCompany.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) any encumbrance or restriction pursuant to an agreement effecting a constituting Refinancing Indebtedness of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionSection or this clause (3); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificateagreements;
(4) in the case of clause (iii)) of this Section, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (B) 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) contained in security agreements or mortgages permitted under this Indenture and securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Preferred Stock Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was became a Restricted Subsidiary or acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness or Preferred Stock Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and out standing on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness or Preferred Stock Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.06 or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(v) in the case of clause (iii)c) above, any encumbrance or restriction restrictions contained in (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary or (B) joint venture or similar agreements to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages or joint venture agreements or require the assignment of earnings attributable to such property; and
(5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) any encumbrance or restriction contained in the Credit Agreement in effect on the Issue Date;
(2) any encumbrance or restriction pursuant to applicable law or any applicable rule, regulation or order or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(23) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company Company) and outstanding on such date; 62 53
(4) any such encumbrance or a Restricted Subsidiary)restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(45) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements, participation agreements or other similar financing documents, leases or mortgages securing Indebtedness of a Restricted Subsidiary (including with respect to Capital Lease Obligations, Synthetic Lease Financings and Attributable Debt) to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, participation agreements or other similar financing documents, leases or mortgages;
(56) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance restriction on cash or restriction contained other deposits or net worth imposed by customers under contracts entered into in the Indentureordinary course of business;
(8) encumbrances and restrictions contained in agreements evidencing other Indebtedness of Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.03; provided, however, that the encumbrances or restrictions apply only in the event of and during the continuance of a default contained in such Indebtedness or agreement;
(9) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other similar agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(1110) customary any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements or Refinancings of the contracts, instruments or obligations referred to in clauses (1) through (9) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements or Refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for such dividend and other payment or transfer restrictions than those contained 63 54 in the sale dividend or other disposition of all of the Capital Stock payment or assets of transfer restrictions prior to such Restricted Subsidiaryamendment, modification, restatement, renewal, increase, supplement or Refinancing.
Appears in 1 contract
Samples: Indenture (Travelcenters Realty Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to
(i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary of the Company or pay any Indebtedness or other obligation owed to the Company, ;
(ii) make any loans or advances to the Company or Company; or
(iii) transfer any of its property or assets to the Company Company.
(b) The restrictions in Section 3.6(a) shall not prohibit encumbrances or any Restricted Subsidiary, exceptrestrictions existing under or by reason of:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date, including the Credit Agreement and the indenture for the First Lien Notes;
(including pursuant ii) any encumbrance or restriction contained in the terms of any Credit Agreement if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction shall not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) the encumbrance or restriction is not materially more disadvantageous to the New Credit Facilityholders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith);
(2iii) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iv) any encumbrance or restriction pursuant to an agreement effecting a Refinancing (in whole or in part) of Indebtedness Incurred pursuant to an agreement referred to in clause (1i), (ii) or (2iii) of this Section 3.6(b) or this clause (iv) or contained in any amendment to an agreement referred to in clause (1i), (ii) or (2iii) of this SectionSection 3.6(b) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment amendment, taken as a whole, are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security predecessor agreements;
(5v) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or any assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vi) any encumbrance or restriction arising existing under applicable law, rule, regulation or order;
(vii) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business;
(viii) protective Liens filed in connection with Sale/Leaseback Transactions permitted under this Indenture;
(ix) customary restrictions on the assignment or transfer of any property that is subject to a license or similar contract; and
(x) any encumbrance or restriction existing under Non-Recourse Securitization Entity Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity;
(c) The restrictions in Section 3.6(a)(iii) shall not prohibit encumbrances or restrictions existing under or by reason of:
(A) any encumbrance or restriction consisting of applicable lawcustomary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer or assignment of the lease or the property leased thereunder;
(7B) any encumbrance or restriction contained in security agreements or other documentation governing secured Indebtedness of a Restricted Subsidiary of the Indenture;Company to the extent such encumbrance or restriction restricts the transfer of the property securing such Indebtedness; and
(8) C) customary provisions in restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture agreements relating solely to the securities, assets and revenues contained in any constitutional documents of such joint venture or other business venture;
(9) any encumbrance joint venture agreement, shareholders agreement or similar agreement which restriction applicable is limited to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets property of such Restricted Subsidiaryjoint venture.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create directly or indirectly, create, assume or otherwise cause or permit suffer to exist or become effective effective, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary (other than a Foreign Subsidiary) to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock held by the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the CompanyCompany or any other Restricted Subsidiary, (iic) make any loans or advances to the Company or any other Restricted Subsidiary or (iiid) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except:
. Such limitation will not apply (1) with respect to clauses (c) and (d) only, to encumbrances and restrictions (i) in existence under or by reason of any encumbrance or restriction pursuant to an agreement agreements in effect at or entered into on the Issue Date Date, (including pursuant to ii) required by Bank Credit Facilities that are not more restrictive than those in effect under the New Bank Credit Facility);
Facility on the Issue Date, (2iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by existing at such Restricted Subsidiary on or prior to at the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection with, or in contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary time it became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
if (3A) any such encumbrance or restriction was not created in anticipation of such acquisition and (B) immediately following such acquisition, on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to an agreement effecting a Refinancing clause (a) of Indebtedness Incurred pursuant to Section 1008 or (iv) which result from the renewal, refinancing, extension or amendment of an agreement referred to in clause the immediately preceding clauses (1i), (ii) or and (2iii) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; above, provided, however, that such replacement or encumbrance or restriction is no more restrictive to the encumbrances Company or Restricted Subsidiary and restrictions contained in any such refinancing agreement or amendment are is not materially less favorable to the Senior Noteholders Holders of Securities than those under or pursuant to the encumbrances agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(42) in the case of with respect to clause (iii)d) only, to (i) any restriction on the sale, transfer or other disposition of assets or Property securing Indebtedness as a result of a Lien permitted under Section 1009, (ii) any encumbrance or restriction (A) that restricts in a customary manner the sublettingconnection with an acquisition of Property, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (iv) any encumbrance or restriction due to applicable law, (v) customary restrictions restrict contained in asset sale agreements limiting the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
and (6vi) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction restrictions contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary purchase money obligations for Property acquired in the ordinary course of business; and
(11) customary restrictions business with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets transfers of such Restricted SubsidiaryProperty.
Appears in 1 contract
Samples: Indenture (Vintage Petroleum Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or the Issuer, (iib) make any loans or advances to the Company or the Issuer or (iiic) transfer any of its property or assets to the Company or any Restricted Subsidiary, exceptthe Issuer. The preceding provisions will not prohibit:
(1i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Closing Date (including pursuant to including, without limitation, this Indenture and the New Credit FacilityAgreement);
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or existing prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than any encumbrance or restriction with respect to any obligation or Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment are not materially no less favorable in any material respect to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of clause (iiic), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.contract or
Appears in 1 contract
Samples: Indenture (Millennium Chemicals Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Each of the Parent and the Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Parent, the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (Date, including pursuant to any such Credit Facility and the New Credit Facility)Notes and this Indenture;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Parent or a Restricted Subsidiary and outstanding on such date the Company, as the case may be (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted SubsidiaryCompany), and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.09(a) or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.09(a) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders no more restrictive than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(v) in the case of clause (iiic) of the initial sentence of this Section 4.09(a), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;; and
(6vii) any encumbrance or restriction arising under or restrictions imposed by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture customers on cash or other business venture;
(9) any encumbrance or restriction applicable amounts deposited by them pursuant to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements contracts entered into by a Restricted Subsidiary in the ordinary course of business.
(b) The Parent shall not create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on its ability to (a) make capital contributions or other Investments in the Company or any Restricted Subsidiary or pay any Indebtedness owed to the Company or any Restricted Subsidiary, (b) make any loans or advances to the Company or any Restricted Subsidiary or (c) transfer any of its property or assets to the Company or any Restricted Subsidiary, except:
(i) any encumbrance or restriction pursuant to any Credit Facilities and any agreement in effect at or entered into on the Issue Date; and
(11ii) customary any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in the immediately preceding clause (i) of this Section 4.09(b) or this clause (ii) or contained in any amendment to an agreement referred to in the immediately preceding clause (i) of this Section 4.09(b) or this clause (ii); provided, however, that the encumbrances and restrictions with respect to a Restricted Subsidiary pursuant the Parent contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of Parent contained in such Restricted Subsidiarypredecessor agreements.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) any encumbrance or restriction pursuant to (A) an agreement in effect at or entered into on the Issue Closing Date or (including B) an agreement entered into in connection with the Incurrence of Indebtedness permitted under clause (b)(i) or (b)(vi) of Section 4.03, provided that the chief financial officer of the Company has determined in good faith that any restriction incurred pursuant to the New Credit Facility)this clause (B) is customary for similar Incurrences of Indebtedness;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section 4.05 or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionSection 4.05 or this clause (3); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;; and
(5) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Splitrock Services Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company or any Restricted Subsidiary, except:.
(b) The provisions of Section 3.5
(a) will not prohibit: (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to including, without limitation, this Indenture and the New Credit FacilitySenior Debt Agreements in effect on such date);
; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) of this paragraph or this clause (2) or contained in any amendment to an agreement referred to in clause (1) of this paragraph or this clause (2); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in clause (1) of this paragraph on the Issue Date; (3) in the case of Section 3.5(a)(3), any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease, license, joint operating agreement, area of mutual interest agreement, production sharing contract, transportation agreement or similar contract, or the assignment or transfer of any such contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the Property subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; (4) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in Section 3.5(a)(3) on the property so acquired; (5) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (6) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (7) customary provisions with respect to the distribution of assets or property in joint venture agreements; (8) any encumbrance or restriction with respect to such Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary and outstanding on such date (date, other than Indebtedness Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a Company; (9) restrictions relating to Subsidiary Preferred Stock that require that due and payable dividends thereon be paid in full prior to dividends on such Restricted Subsidiary);
's common stock; and (310) any encumbrance agreement or restriction pursuant to an agreement effecting a Refinancing of charter provision evidencing Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of Capital Stock permitted under this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionIndenture; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such refinancing agreement or amendment charter provision are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained Company in any such agreement material respect as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case Board of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Directors of the Company or any Restricted Subsidiary not otherwise prohibited by than the Indenture or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject provisions relating to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the this Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Triton Energy LTD)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. Such limitation shall not apply (a) with respect to clauses (i), except:
(ii) and (iii), to encumbrances and restrictions (1) any encumbrance or restriction pursuant to an agreement in the Bank Credit Facilities and other agreements and instruments, in each case as in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);
Date, (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or of a Restricted Subsidiary and outstanding on existing at the time it became a Restricted Subsidiary if such date (other than Indebtedness Incurred encumbrance or restriction was not created in anticipation of or in connection with, or in contemplation of, with the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the subject of clause (a)(1) or (2) above or clause (b)(1) or (2) below, provided that such encumbrance or restriction is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (b) with respect to clause (iii) only, to (1) any restriction on the sale, transfer or other disposition of Property relating to Indebtedness that is permitted to be Incurred and secured under Sections 4.03 and 4.10, (2) any encumbrance or restriction applicable to Property at the time it is acquired by the Company or a Restricted Subsidiary);
, so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in anticipation of or in connection with such acquisition, (3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues restricting subletting or assignment of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.provisions
Appears in 1 contract
Samples: Indenture (Stone Energy Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) with respect to clauses (a), (b) and (c),
(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause Section 4.05(1) (1A) or 4.05(1) (2B) of or this Section 4.05(1) (C) or contained in any amendment to an agreement referred to in clause Section 4.05(1) (1A) or 4.05(1) (2B) of or this SectionSection 4.05(1) (C); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security predecessor agreements;
(5D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6E) any encumbrance or restriction arising under or by reason of applicable law, regulation or order;
(7F) any encumbrance or restriction contained in the terms of any Indebtedness of the Company or any Restricted Subsidiary not Incurred in violation of this Indenture; PROVIDED, HOWEVER, that such encumbrances or restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture, as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9G) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by any agreement or instrument governing Senior Indebtedness (including the Credit Agreement) not Incurred in violation of this Indenture; PROVIDED, HOWEVER, that such encumbrances or restrictions, taken as a Restricted Subsidiary whole, are no more restrictive in the ordinary course aggregate than those contained in the Credit Agreement, as determined in good faith by the Company's Board of businessDirectors, whose determination shall be conclusive; and
(11H) customary restrictions any encumbrance or restriction imposed on any Consolidated Managed Subsidiary by (and for the benefit of) the Company or any Subsidiary Guarantor; and
(2) with respect to clause (c) only,
(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests or contracts to the extent such provisions restrict the transfer of the lease or the property leased thereunder or the contract;
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Security agreements or mortgages; and
(C) any encumbrance or restriction with respect to assets of a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiaryassets.
Appears in 1 contract
Samples: Indenture (Diagnostic Pathology Management Services Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to
(i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary of the Company or pay any Indebtedness or other obligation owed to the Company, ;
(ii) make any loans or advances to the Company or Company; or
(iii) transfer any of its property or assets to the Company Company.
(b) The restrictions in Section 3.6(a) shall not prohibit encumbrances or any Restricted Subsidiary, exceptrestrictions existing under or by reason of:
(1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date, including the Credit Agreement;
(including pursuant ii) any encumbrance or restriction contained in the terms of any Credit Agreement if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction shall not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) the encumbrance or restriction is not materially more disadvantageous to the New Credit Facilityholders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith);
(2iii) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iv) any encumbrance or restriction pursuant to an agreement effecting a Refinancing (in whole or in part) of Indebtedness Incurred pursuant to an agreement referred to in clause (1i), (ii) or (2iii) of this Section 3.6(b) or this clause (iv) or contained in any amendment to an agreement referred to in clause (1i), (ii) or (2iii) of this SectionSection 3.6(b) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment amendment, taken as a whole, are not materially no less favorable to the Senior Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security predecessor agreements;
(5v) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or any assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vi) any encumbrance or restriction arising existing under applicable law, rule, regulation or order;
(vii) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business;
(viii) protective Liens filed in connection with Sale/Leaseback Transactions permitted under this Indenture;
(ix) customary restrictions on the assignment or transfer of any property that is subject to a license or similar contract; and
(x) any encumbrance or restriction existing under Non-Recourse Securitization Entity Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity;
(c) The restrictions in Section 3.6(a)(iii) shall not prohibit encumbrances or restrictions existing under or by reason of:
(A) any encumbrance or restriction consisting of applicable lawcustomary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer or assignment of the lease or the property leased thereunder;
(7B) any encumbrance or restriction contained in security agreements or other documentation governing secured Indebtedness of a Restricted Subsidiary of the Indenture;Company to the extent such encumbrance or restriction restricts the transfer of the property securing such Indebtedness; and
(8) C) customary provisions in restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture agreements relating solely to the securities, assets and revenues contained in any constitutional documents of such joint venture or other business venture;
(9) any encumbrance joint venture agreement, shareholders agreement or similar agreement which restriction applicable is limited to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets property of such Restricted Subsidiaryjoint venture.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or any Restricted Subsidiary, (ii) make any loans or advances to the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, except:
(1) any encumbrance or restriction arising under applicable law;
(2) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(23) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withcontemplation of, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(34) any encumbrance or restriction pursuant to an agreement effecting a constituting Refinancing Indebtedness of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionSection or this clause (3); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificateagreements;
(45) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(56) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;; and
(7) any encumbrance or restriction Purchase Money Indebtedness and Capital Lease Obligations permitted by clause (viii) of Section 4.03. Exh. T3C-51 Nothing contained in this Section 4.05 shall prevent the Indenture;
(8) customary provisions in joint venture agreements relating solely Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens, nor shall this Section 4.05 be deemed to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for restrict the sale or other disposition of all of the Capital Stock property or assets of such the Company or any of its Restricted SubsidiarySubsidiaries in compliance with the other provisions of the Indenture.
Appears in 1 contract
Samples: Indenture (Texon International PLC)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit Brand Services or any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of Brand Services or any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) with respect to clauses (a), (b) and (c),
(A) any encumbrance or restriction pursuant to an agreement (including the Credit Agreement as in effect on the Issue Date and the Brand Indenture) in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary existing on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date Brand Services (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Brand Services) and outstanding on such date;
(3C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 4.05(1)(A) or (24.05(1)(B) of or this Section 4.05(1)(C) or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificate;
(4) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.Section 55
Appears in 1 contract
Samples: Indenture (Brand Services)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Parent will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Parent or any Restricted Subsidiary;
(iib) make any loans or advances to the Company Parent or any Restricted Subsidiary; or
(iiic) transfer any of its property or assets to the Company Parent or any Restricted Subsidiary, except:
(1i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date Parent (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Parent) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05(c) or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05(c) or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of this clause (iiic), any encumbrance or restriction restriction
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or
(B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;; and
(5v) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Kansas City Southern)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or a Subsidiary Guarantor, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) with respect to clauses (a), (b) and (c),
(i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 4.05(1)(i) or (2ii) of or this Section clause (iii) or contained in any amendment to an agreement referred to in clause (1Section 4.05(1)(i) or (2ii) of or this Sectionclause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable favorable, taken as a whole, to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer consisting of any restriction on the sale or other disposition of assets or property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness as a result of a Restricted Subsidiary Lien permitted to the extent be Incurred under this Indenture on such encumbrance asset or restrictions restrict the transfer of the property subject to such security agreementsproperty;
(5v) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vi) any encumbrance or restriction arising under or by reason of applicable law, regulation or order;
(7vii) any encumbrance restriction on cash or restriction contained other deposits or net worth imposed by suppliers or landlords under contracts entered into in the Indentureordinary course of business;
(8) customary provisions viii) any restriction in joint venture agreements relating solely to any agreement that is not materially more restrictive than the securities, assets and revenues restrictions under the terms of such joint venture or other business venturethe Credit Agreement as in effect on the Issue Date;
(9ix) any encumbrance encumbrances or restriction applicable restrictions created with respect to secured (A) Indebtedness otherwise of the Company or Subsidiary Guarantors permitted to be Incurred under subsequent to the Indenture Issue Date pursuant to Section 4.03 and (B) Indebtedness of other Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; provided, however, that limits the right Board of Directors of the debtor to dispose Company determines (as evidenced by a resolution of the assets securing Board of Directors of the Company) in good faith at the time such Indebtedness;encumbrances or restrictions are created that such encumbrances or restrictions would not reasonably be expected to impair the ability of the Company to make payments of interest and of principal on the Securities in each case as and when due; and
(10x) customary net worth non-assignment provisions contained in leases and other agreements of any contract or any lease entered into by a Restricted Subsidiary in the ordinary course of business; and
(11xi) customary restrictions provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business.
(2) with respect to clause (c) only,
(i) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and
(ii) encumbrance or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all extent such restrictions restrict the transfer of the Capital Stock property subject to such security agreements or assets of such Restricted Subsidiarymortgages.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1i) any encumbrance or restriction pursuant to an agreement agreement, including the Credit Agreement, in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a any of its Restricted Subsidiary and outstanding on such date Subsidiaries (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a any of its Restricted Subsidiary)Subsidiaries) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement (A) evidencing Indebtedness Incurred without violation of this Indenture or (B) effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05 or this clause (iii); provided, however, that in the case of clauses (A) and (B), the encumbrances and restrictions contained in any with respect to such refinancing agreement or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions Restricted Subsidiary contained in any such agreement or amendment are no more restrictive in any material respect, as determined in good faith by the Company Board of Directors, than encumbrances and evidenced by an Officers' Certificaterestrictions with respect to such Restricted Subsidiary contained in agreements of such Restricted Subsidiary in effect at, or entered into on, the Issue Date;
(4iv) any such encumbrance or restriction consisting of customary non assignment or subletting provisions contained in leases and other contracts entered into in the ordinary course of business and consistent with past practices;
(v) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, mortgages or similar documents;
(5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vii) any encumbrance or restriction arising under or by reason of applicable law;; and
(7viii) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues consisting of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for on the sale or other disposition of all assets or property securing Indebtedness as a result of the Capital Stock a Lien permitted to be Incurred under this Indenture on such asset or assets of such Restricted Subsidiaryproperty.
Appears in 1 contract
Samples: Indenture (Mediq Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(i1) pay dividends dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of the Company, ;
(ii2) make any loans or advances to the Company or any other Restricted Subsidiary of the Company; or
(iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary, exceptSubsidiary of the Company.
(b) The foregoing limitations shall not apply to:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such agreements as in effect on the Issue Date, as determined in good faith by the senior management or Board of Directors of the Company;
(including 2) any encumbrance or restriction existing under or by reason of the Credit Facilities, or Debt Incurred pursuant to Section 4.08(b)(2) or (15); provided that (x) either (i) the New Credit Facilityencumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Debt or agreement or (ii) the Company determines at the time any such Debt is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction shall not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Debt that is an obligation of the Company and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements (as determined by senior management or the Board of Directors of the Company in good faith);
(23) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a any other Restricted Subsidiary of the Company and outstanding on such date (date, other than Indebtedness Debt Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a any other Restricted Subsidiary)Subsidiary of the Company;
(34) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause Section 4.12(b)(1), (12) or (23) of or this Section or 4.12(b)(4) contained in any amendment to an agreement referred to in clause Section 4.12(b)(1), (12) or (23) of or this SectionSection 4.12(b)(4); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment amendment, taken as a whole, are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement Holders, as determined in good faith by the Company senior management or Board of Directors of the Company, than encumbrances and evidenced by an Officers' Certificaterestrictions with respect to such Restricted Subsidiary contained in agreements in effect at the Issue Date;
(45) in the case of clause (iiiSection 4.12(a)(3), any encumbrance or restriction restriction:
(Ai) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or similar other contract, ;
(Bii) 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 of its Restricted Subsidiary Subsidiaries not otherwise prohibited by this Indenture;
(iii) that is included in a licensing agreement to the Indenture extent such restrictions limit the transfer of the property subject to such licensing agreement;
(iv) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; and
(Cv) contained in security agreements agreements, mortgages or similar documents securing Indebtedness Debt of a Restricted Subsidiary of the Company incurred in accordance with this Indenture to the extent such encumbrance those encumbrances or restrictions restrict the transfer of the property subject to such security agreements;
(56) any restriction with respect to a Restricted Subsidiary of the Company or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition;
(67) any encumbrance encumbrances or restriction restrictions arising under or existing by reason of applicable law, regulation or order;
(7) 8) any encumbrance or restriction contained under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the Indenture;
(8) customary provisions ordinary course of business that impose encumbrances or restrictions of the nature described in joint venture agreements relating solely to Section 4.12(a)(3) on the securities, assets and revenues of such joint venture property so leased or other business ventureacquired;
(9) any encumbrance customary provisions with respect to the distribution of assets or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;property in joint venture agreements; and
(10) customary restrictions on cash or other deposits or net worth provisions contained in leases and other agreements imposed by customers under contracts entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (JBS USA Holdings, Inc.)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or any of the Restricted Subsidiaries, (iib) make any loans or advances to the Company or any of the Restricted Subsidiaries or (iiic) transfer any of its property or assets to the Company or any of the Restricted SubsidiarySubsidiaries, except:
(1i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4iv) in the case of clause (iiic), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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 contract or (C2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5v) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vi) any encumbrance or restriction arising under relating to Purchase Money Indebtedness or by reason Capitalized Lease Obligations for property acquired in the ordinary course of applicable lawbusiness that imposes restrictions on the ability of the Company or a Restricted Subsidiary to sell, lease or transfer the acquired property to the Company or the Restricted Subsidiaries;
(7vii) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture restrictions on cash or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred deposits imposed by customers under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements contracts entered into by a Restricted Subsidiary in the ordinary course of business; and
(11viii) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been any encumbrance or restriction contained in joint venture agreements and other similar agreements entered into in the ordinary course of business and customary for the sale or other disposition such types of all of the Capital Stock or assets of such Restricted Subsidiaryagreements.
Appears in 1 contract
Samples: Indenture (Maxxim Medical Inc/Tx)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) this Indenture and the Notes;
(4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1), (2) or (23) of this Section covenant or this clause (4) or contained in any amendment to an agreement referred to in clause (1), (2) or (23) of this Sectioncovenant or this clause (4); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(45) any such encumbrance or restriction consisting of customary nonassignment provisions in contracts;
(6) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(57) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of 8) applicable law;
(79) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture restrictions on cash or other business venture;
(9) any encumbrance deposits or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements imposed by customers under contracts entered into by a Restricted Subsidiary in the ordinary course of business; and
(1110) customary restrictions with respect contained in Indebtedness under Credit Facilities permitted to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiarybe Incurred under Section 10.6.
Appears in 1 contract
Samples: Indenture (Cccisg Capital Trust)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company or any a Restricted Subsidiary, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at or entered into the Credit Agreement on the Issue Date (including or pursuant to any other agreement in effect on the New Credit Facility);
Issue Date; (2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such agreement as determined encumbrance or restriction consisting of customary nonassignment provisions in good faith by leases governing leasehold interests to the Company and evidenced by an Officers' Certificate;
extent such provisions restrict the transfer of the lease or the property leased thereunder; (4v) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
agreements or mortgages; and (5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Denbury Resources Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including pursuant to or, in the New case of the Credit Facility)Agreement, as in effect on the Acquisition Closing Date;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section 4.05 or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this SectionSection 4.05 or this clause (3); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable favor able to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificatepredecessor agreements;
(4) any such encumbrance or restriction consisting of customary non-assignment provisions in leases or licenses to the extent such provisions restrict the transfer of the lease or license or the property leased or licensed thereunder;
(5) any encumbrance or restriction consisting of any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Lien permitted to be Incurred under the Indenture on such asset or property;
(6) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages;
(57) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an 8) any restriction in any agreement that has been entered into for is not more restrictive than the sale or other disposition of all restrictions under the terms of the Capital Stock or assets Credit Agreement as in effect on the closing date of such Restricted Subsidiarythe Acquisition.
Appears in 1 contract
Samples: Indenture (Interactive Media Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company or any a Restricted Subsidiary, except:
: (1i) any encumbrance or restriction pursuant to an agreement in effect at the Priority Lien Credit Agreement or entered into Note Documents on the Issue Date (including or pursuant to any other agreement in effect on the New Credit Facility);
Issue Date; (2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);
Company) and outstanding on such date; (3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially no less favorable to the Senior Noteholders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such agreement as determined encumbrance or restriction consisting of customary nonassignment provisions in good faith by leases governing leasehold interests to the Company and evidenced by an Officers' Certificate;
extent such provisions restrict the transfer of the lease or the property leased thereunder; (4v) in the case of clause (iii)c) above, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
agreements or mortgages; and (5vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Denbury Resources Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or any of its Restricted Subsidiaries, (iib) make any loans or advances to the Company or any of its Restricted Subsidiaries or (iiic) transfer any of its property or assets to the Company or any of its Restricted SubsidiarySubsidiaries, except:
(1i) any encumbrance or restriction pursuant to applicable law, regulation, order or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1c) (i) or (2c) (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (1c)(i) or (2c)(ii) of this SectionSection 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment relating to such Refinancing are not materially no less favorable to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement as determined in good faith by the Company and evidenced by an Officers' Certificateagreements relating to the Indebtedness so Refinanced;
(4iv) in the case of clause (iii), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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 contract or (C2) that is contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5v) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6vi) any encumbrance or restriction arising under or by reason contracts for the sale of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) containing customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(vii) agreements for the sale of assets containing customary restrictions with respect to such assets;
(viii) restrictions relating to the common stock of Unrestricted Subsidiaries or Persons other than Subsidiaries;
(ix) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; and
(x) encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Samples: Indenture (Reptron Electronics Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to:
(ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the Company, Company or any other Restricted Subsidiary,
(iib) make any loans or advances to the Company or any other Restricted Subsidiary or
(iiic) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary, except. The foregoing limitations will not apply:
(1) any encumbrance or restriction pursuant with respect to an agreement clauses (a), (b) and (c), to restrictions:
(A) in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility);Date,
(2B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Debt Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Debt Incurred in connection withas consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary);Company) and outstanding on such date,
(3C) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (11)(A) or (2B) of this Section above or contained in any amendment to an agreement referred to in clause (12)(A) below or (2) of this Sectionany amendment or supplement to any such agreement; provided, however, that the encumbrances and restrictions such restriction is no more restrictive than those contained in any such refinancing the agreement evidencing the Debt so Refinanced or amendment are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement being amended or supplemented, as determined in good faith by the Company and evidenced by an Officers' Certificate;Board of Directors, whose determination shall be conclusive,
(4D) in the case of clause (iii), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) 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) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
(5) any restriction imposed with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;,
(6E) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture on cash or other business venture;
(9) any encumbrance deposits or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements imposed by customers under contracts entered into by a Restricted Subsidiary in the ordinary course of business,
(F) customary supermajority voting provisions and provisions with respect to the disposition of assets or property, in each case, contained in agreements relating to Permitted Joint Ventures that are Subsidiary Guarantors,
(G) arising under applicable law, (H) contained in the terms of any Debt of the Company or any Restricted Subsidiary not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture, as determined in good faith by the Board of Directors whose determination shall be conclusive, or
(I) contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and
(112) with respect to clause (c) only, to restrictions:
(A) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(B) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(C) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for contained in asset sale agreements limiting the sale or other disposition of all of the Capital Stock or assets transfer of such Restricted SubsidiaryProperty pending the closing of such sale, or
(D) on the transfer of assets subject to any Lien imposed by the holder of such Lien.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, ;
(ii2) make any loans or advances to the Company or Company; or
(iii3) transfer any of its property or assets to the Company or any Restricted SubsidiaryCompany, except:
(A) with respect to clauses (1), (2) or (3):
(i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Date (including pursuant to the New Credit Facility)Closing Date;
(2ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred in connection withas consideration in, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary)Company) and outstanding on such date;
(3iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05(3)(A) or this clause (iii) or contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this SectionSection 4.05(3)(A) or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such refinancing Refinancing agreement or amendment amendment, taken as a whole, are not materially less favorable more disadvantageous to the Senior Noteholders Holders than the encumbrances and restrictions contained in any such agreement predecessor agreements (as determined in good faith by the Company and evidenced by an Officers' Certificatein good faith);
(4iv) any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.03(b)(9) or any agreement pursuant to which such Indebtedness was Incurred; provided, however that the encumbrances and restrictions contained in such Indebtedness, taken as a whole, are not materially more disadvantageous to the holders of the Securities than the encumbrances and restrictions contained in the agreements for the Indebtedness being repaid (as determined by the Company in good faith);
(v) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement entered into in connection with the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary or in addition, in the case of the Specified Subsidiary Group, any encumbrance or restriction imposed pursuant to a purchase and sale, underwriting or other disposition agreement in connection with a Qualifying Subsidiary Stock Sale or Qualifying Subsidiary Stock Distribution; provided that in any such case such encumbrance or restriction is in effect only for the period pending the closing of such sale, disposition or distribution; and
(B) in the case of clause (iii3), any encumbrance or restriction restriction
(Ai) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or
(B) 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 (Cii) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict restriction restricts the transfer of the property subject to such security agreements;
(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) any encumbrance or restriction arising under or by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Roto-Rooter Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, Company; except:
(1a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the 1997 Security Issue Date Date, including the Credit Agreement; (including pursuant to the New Credit Facility);
(2b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and 49 43 outstanding on such date (other than Indebtedness Incurred in connection withor Preferred Stock issued as consideration in, or in contemplation ofto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or a Restricted SubsidiaryCompany);
; (3c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (1a) or (2b) of or this Section clause (c) or contained in any amendment to an agreement referred to in clause clauses (1a) or (2b) of or this Sectionclause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment amendment, taken as a whole, are not materially less favorable to the Senior Noteholders than the encumbrances and restrictions contained in any such agreement Holders, as determined in good faith by the senior management of the Company or Board of Directors, than encumbrances and evidenced by an Officers' Certificate;
restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the 1997 Security Issue Date; (4d) in the case of clause (iii)) of this Section 4.5, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset, (B) 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 this Indenture, (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management of the Company; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements;
; (5f) any restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
; (6g) encumbrances or restrictions with respect to Indebtedness of Foreign Subsidiaries; provided that (i) such encumbrances or restrictions do not limit in any manner the ability of the Restricted Subsidiaries of the Company in existence on the 1997 Security Issue Date from performing any of the acts referred to in clauses (i) through (iii) of this Section 4.5 and (ii) the aggregate principal amount of the Indebtedness of the Foreign Subsidiaries of the Company which includes such an encumbrance or restriction does not exceed $50.0 million; and (h) encumbrances or restrictions arising under or existing by reason of applicable law;
(7) any encumbrance or restriction contained in the Indenture;
(8) customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture or other business venture;
(9) any encumbrance or restriction applicable to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and
(11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Viasystems Inc)
