Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary or (iv) transfer any of its property or assets to Iridium or any Restricted Subsidiary, except: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility; (2) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement, instrument or amendment referred to in clause (x) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee); (4) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations; (5) any encumbrance or restriction existing under or by reason of applicable law or regulations; (6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder; (7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture; (8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and (10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, 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 Iridium the Company or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligations owed to Iridium the Company or any Restricted Subsidiary, ; (iii2) make any loans or advances to Iridium the Company or any Restricted Subsidiary Subsidiary; or (iv3) transfer any of its property or assets to Iridium the Company or any Restricted Subsidiary, except:
. The preceding provisions will not prohibit (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtednessin effect at or entered into on the Issue Date, which encumbrance or restriction is not applicable to any Personincluding, or the properties or assets of any Personwithout limitation, other than the Person so acquired and its Subsidiaries;
each Senior Credit Agreement in effect on such date; (3ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to (x) an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or instrument before the date on which such Restricted Subsidiary was acquired by the Company (other than 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 Indebtedness which Refinances such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 707(i) or (2ii) or this clause (3iii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 707(i) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or this clause (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to are no less favorable in clause (x) above areany material respect, taken as a whole, no more restrictive in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in Section 707(i) or (ii) on the predecessor agreements Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (as determined by iv) in the chief financial officer case of Iridium in good faith and evidenced by a certificate filed with the Trustee);
clause (43) of this Section 707, any encumbrance or restriction (a) 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, or the assignment or transfer of any such lease, license or other contract; (c) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, pledges or other security agreements; or (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; (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 Capital Lease Obligations;
restriction) pending the closing of such sale or disposition; (5viii) any encumbrance encumbrances or restriction restrictions arising or existing under or by reason of applicable law or regulations;
any applicable rule, regulation or order; (6ix) customary non-assignment provisions of any licensing agreement encumbrances or of any lease but restrictions applicable only to the extent such provisions restrict the transfer of the license, lease a Foreign Subsidiary; and (x) restrictions on cash or the property thereunder;
(7) other deposits or net worth imposed in relation to any encumbrance or restriction contained in Restricted Subsidiary under contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for in the sale ordinary course of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertybusiness.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Hanover Compression Lp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on May 17, 1999 and any amendments, modifications, restatements, renewals or supplements thereof so long as the terms thereof are not materially less favorable to the Holders of the Notes than those in effect on May 17, 1999;
(ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3iii) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this covenant or this clause (3iii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1i) or (2ii) of this covenant or this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are not materially less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(4iv) any such encumbrance or restriction consisting of customary non-assignment provisions in licensing agreements or leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;
(vi) any such encumbrance or restriction consisting of any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property;
(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;
(viii) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein 10.16 to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5ix) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7x) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this the Indenture;
(8) with respect to a Restricted Subsidiary, xi) any encumbrance or restriction imposed pursuant to an agreement purchase money obligations for property acquired in the ordinary course of business that has been entered into for the sale of all or substantially all impose restrictions of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of nature described in clause (c) above in the date such agreement was entered intoproperty so acquired;
(9xii) any encumbrance or restriction contained in any agreement pursuant to which Indebtedness is issued if (A) the encumbrance or restriction either (1) applies only in the event of a payment default or (2) is contained in one or more credit agreements and (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) based on market conditions in effect at the time such encumbrance or restriction is created;
(xiii) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this the Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; andor
(10xiv) any restriction on customary provisions with respect to the sale disposition or other disposition distribution of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyin joint venture agreements and other similar agreements.
Appears in 1 contract
Samples: Indenture (Alestra)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Borrower shall not, and 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 consensual restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect pay any Indebtedness or other obligation owed to any other interest or participation in, or measured by, its profitsthe Borrower, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Borrower or (iviii) transfer any of its property or assets to Iridium the Borrower or any Restricted Subsidiary, ; except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date, including this Agreement and the Senior Credit Agreement, or pursuant to the Indenture;
(b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Person so Borrower or was acquired by the Borrower) and its Subsidiariesoutstanding on such date;
(3c) any encumbrance or restriction pursuant to (x) an agreement effecting a refunding, replacement or instrument pursuant to which refinancing of Indebtedness which Refinances Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (1a) or (2b) or this clause (3c) is Incurred or contained in any amendment to an agreement or instrument referred to in clause clauses (1a) or (2b) of or this clause (3c), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to in clause (x) above are, taken as a whole, are no more restrictive less favorable in any material respect to the Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements referred to in clauses (a) and (b) on the predecessor agreements (as determined by Closing Date or the chief financial officer of Iridium in good faith and evidenced by date such Restricted Subsidiary became a certificate filed with the Trustee)Restricted Subsidiary, whichever is applicable;
(4d) in the case of clause (c) above, any encumbrance or restriction (1) 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 the assignment or transfer of any such lease, license or other contract, (2) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of the Borrower or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such mortgages, pledges or other security agreements or mortgages, (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or subject to such Capital Lease Obligationsany Restricted Subsidiary;
(5e) any encumbrance purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restriction existing under or by reason restrictions of applicable law or regulationsthe nature described in clause (c) above on the property so acquired;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7f) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a (or any of its property 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 on (or the date property or assets that are subject to such restriction) pending the closing of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, sale or in contemplation of, such Person becoming a Restricted Subsidiarydisposition; and
(10g) any restriction on the sale encumbrances or other disposition restrictions arising or existing by reason of assets applicable law, regulation or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyorder.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Brown Tom Inc /De)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligations owed to Iridium the Company or any Restricted Subsidiary; provided, that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock;
(iii2) make any loans or advances to Iridium the Company or any Restricted Subsidiary or Subsidiary; or
(iv3) transfer any of its property or assets to Iridium the Company or any Restricted Subsidiary, except. The preceding provisions will not prohibit:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtednessin effect at or entered into on the Issue Date (including, which encumbrance or restriction is not applicable to any Personwithout limitation, or this Indenture and the properties or assets of any Person, other than the Person so acquired and its SubsidiariesSenior Credit Agreement in effect on such date);
(3ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to (x) an agreement effecting a refinancing, renewal, increase, refunding, replacement, modification or instrument pursuant to which Indebtedness which Refinances supplement of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2) of this paragraph or this clause (3ii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2i) of this paragraph or this clause (3ii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to in clause (x) above are, taken as a whole, whole are no more restrictive 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 (i) of this paragraph on the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)Issue Date;
(4iii) in the case of clause (3) of the first paragraph of this Section 3.7, 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 the assignment or transfer of any such lease, license or other contract;
(b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets Property subject to such security agreements or mortgages, pledges or other security agreements; or
(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;
(iv) 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 the first paragraph of this Section 3.7 on the property so acquired;
(v) 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 Capital Lease Obligationsrestriction) pending the closing of such sale or disposition;
(5vi) any encumbrance encumbrances or restriction restrictions arising or existing under or by reason of applicable law or regulationsany applicable rule, regulation or order;
(6vii) customary non-assignment supermajority voting provisions and other customary provisions in joint venture agreements, corporate charters, bylaws, stockholder agreements and similar documents or agreements entered into in the ordinary course of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunderbusiness;
(7viii) customary encumbrances or restrictions imposed pursuant to any encumbrance or restriction contained agreement referred to in contracts for sales the definition of assets otherwise permitted by this Indenture“Permitted Business Investment”;
(8) with respect to ix) encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary, any encumbrance Subsidiary Incurred and outstanding on or restriction imposed pursuant prior to an agreement that has been entered into for the sale of all or substantially all of date on which such Subsidiary was acquired by the Capital Stock of such Restricted SubsidiaryCompany; provided, however, that after giving effect to such transaction no Default shall have occurred encumbrances or be continuingrestrictions are not created, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation incurred or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred assumed in connection with, or in contemplation of, such Person becoming acquisition;
(x) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a Restricted Subsidiarywhole are not materially more restrictive than the encumbrances and restrictions otherwise contained in this Indenture;
(xi) encumbrances or restrictions contained in Hedging Obligations or Commodity Agreements permitted from time to time under this Indenture;
(xii) Encumbrances securing Indebtedness otherwise permitted to be incurred under Section 3.6 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, sale leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) any Permitted Investment or any Permitted Lien;
(xvi) Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(10xvii) any restriction on provisions with respect to the sale disposition or other disposition distribution of assets or property securing Indebtedness as a result in joint venture agreements or other similar agreements, including clawback, “make-well” or “keep-well” agreements, to maintain financial performance or results of operations of a Permitted Lien on such assets or propertyjoint venture entered into in the ordinary course of business.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to Holdings or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted SubsidiaryHoldings, (iiib) to make any loans or advances to Iridium or any Restricted Subsidiary Holdings or (ivc) to transfer any of its property or assets to Iridium or any Restricted SubsidiaryHoldings, except:
: (1i) any Permitted Restriction; (ii) any encumbrance or similar limitations restriction pursuant to other notes issued by Iridium, any agreement in effect at or indentures relating thereto, that are substantially similar entered into on the date of this Indenture as such agreement is in effect on such date; (iii) any encumbrance or restriction with respect to those set forth in this Indenture), or any a Person pursuant to an agreement relating to any Indebtedness Incurred by such Person prior to the Secured Bank Facility;
date on which such Person became a Restricted Subsidiary and not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary; (2iv) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting Refinancing Indebtedness Incurred pursuant to an agreement referred to in clause (1ii) or (2iii) above or this clause (3iv) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph above or this clause (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoiv); provided, however, that the encumbrances and restrictions with respect to any such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive the Holders in any material respect as determined in good faith by the Board of Directors of Holdings than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the predecessor agreements such agreements; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4v) any such encumbrance or restriction (A) consisting of customary non-assignment provisions in leases to the extent such provisions restrict the subletting, assignment or transfer of the lease or the property leased thereunder or in purchase money financings or (B) by virtue of any Indebtedness, transfer, option or right with respect to, or any Lien on, any property or assets of Holdings or any Restricted Subsidiary not otherwise prohibited by this Indenture; (vi) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages; (vii) encumbrances or restrictions imposed by operation of any applicable law, rule, regulation or subject to such Capital Lease Obligations;
order; (5viii) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction assets imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock disposition of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment assets pending the closing of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.disposition;
Appears in 1 contract
Samples: Indenture (Telemundo Holding Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) with respect to clauses (a), (b) and (c),
(i) any encumbrance or similar limitations restriction pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), the Credit Agreement or any other agreement in effect at or entered into on the Issue Date (including the Securities, the Indenture and the Guaranties);
(ii) 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 Secured Bank Facilitydate on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 acquired by the Company) and outstanding on such date;
(2iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets effecting a Refinancing of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this Section 4.05(1) or this clause (3iii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1i) or (2ii) of this Section 4.05(1) or this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument Refinancing agreement or amendment referred to in clause (x) above are, taken as in the good faith judgment of the Board of Directors of the Company, no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
(iv) any encumbrance or restriction with respect to a wholeRestricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary are, in the good faith judgment of the Board of Directors of the Company, no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements of such Restricted Subsidiary in effect at, or entered into on, the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)Issue Date;
(4v) 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 or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(vi) 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;
(vii) 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;
(viii) any restriction arising under applicable law, regulation or order;
(ix) any restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(2) with respect to clause (c) only,
(A) any 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
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (Amis Holdings Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1i) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c):
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including the Credit Agreement in effect on the Issue Date, this Indenture, the Securities and the Guarantees);
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Sections 4.05(i)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 4.05(i)(A) or (2B) of or this clause (3C), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are not materially less favorable to the Company (as reasonably determined by the Company in clause (xgood faith) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
(D) any encumbrance or restriction with respect to (i) a Restricted Subsidiary imposed pursuant to an agreement entered into for the predecessor sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary or (ii) a business unit, division, product line or line of business or other assets in a transaction permitted under Section 4.06, in each case pending the closing of such sale or disposition;
(E) any encumbrance or restriction pursuant to applicable law, rule, regulation or order;
(F) provisions contained in any approval, license or permit or other accreditation with a regulatory authority;
(G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding or similar companies;
(H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture;
(I) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;
(J) provisions in joint venture agreements and other similar agreements (as determined by in each case relating solely to the chief financial officer of Iridium in good faith and evidenced by a certificate filed with respective joint venture or similar entity or the Trusteeequity interests therein);
(4K) any encumbrance or restriction contained in the terms of any agreement under which Indebtedness is permitted to be Incurred after the Issue Date pursuant to Section 4.03 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 reasonably determines in good faith 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 Securities and any other Indebtedness 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 reasonably determined by the Company in good faith); and
(L) any encumbrance or restriction that would not, in the good faith determination of the Company, reasonably be expected to materially impair the ability of the Company to perform its payment obligations under the Securities.
(ii) with respect to clause (c) only:
(A) any encumbrance or restriction consisting of customary provisions in leases and other agreements to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7C) any encumbrance or restriction contained in contracts for sales of assets any Secured Indebtedness otherwise permitted by this Indentureto be incurred pursuant to Section 4.03 and 4.13 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(8) with respect to a Restricted Subsidiary, D) any encumbrance or restriction imposed pursuant contained in any agreement relating to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates Purchase Money Indebtedness permitted by Section 4.03 if such transaction is not consummated and 54 47 that restrictions or conditions apply only to the assets securing such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;Indebtedness; and
(9E) any encumbrance or restrictionrestriction consisting of customary non-assignment provisions in a lease, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenturelicense or similar contract, in existence at each case entered into in the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition ordinary course of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertybusiness.
Appears in 1 contract
Samples: Indenture (Neustar Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1A) (any encumbrance or similar limitations restriction with respect to a Restricted Subsidiary pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the Secured Bank Facilitydate on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 acquired by the Company) and outstanding on such date which encumbrance or restriction does not relate to any Person other than such Restricted Subsidiary;
(2B) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets effecting a Refinancing of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1A) or (2E) of this covenant or this clause (3B) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1A) or (2E) of this covenant or this clause (3B), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to in clause (x) above are, taken as a whole, whole are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(4C) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, (i) consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property thereunderleased thereunder or (ii) 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;
(7D) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(E) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;
(F) this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents and the Revolving Credit Facility as in effect on the Issue Date, or any restriction applicable to a Restricted Subsidiary on the date contained in agreements evidencing or relating to Indebtedness of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and permitted by the covenant contained in Section 4.07, provided such restrictions are not incurred in connection withmaterially more restrictive, or in contemplation of, such Person becoming taken as a Restricted Subsidiarywhole than restrictions under the Indenture; and
(10G) restrictions on transfers of property subject to any restriction on Liens permitted to be granted under, or incurred not in breach or violation of, any other provision of the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyIndenture.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium shall (a) The Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, 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:
(i) (A) pay dividends or make any other distributions on its Capital Stock to Iridium the Borrower or any of its Restricted Subsidiaries, or (B) pay any Indebtedness or other obligations payable in cash that are owed to the Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Equity in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on its Capital Common Stock or with respect to any other interest class or participation in, or measured by, its profits, series of Preferred Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
(ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium the Borrower or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(iviii) sell, lease or transfer any of its property or assets to Iridium the Borrower or any Restricted Subsidiary, exceptSubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) above).
(b) The provisions of Section 10.04(a) will not prohibit encumbrances or restrictions existing under or by reason of:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating in effect at or entered into on the Effective Date, including, without limitation, the Credit Documents, the Pulitzer Debt Documents, the Pulitzer Intercreditor Agreement, the Xxx Intercreditor Agreement, the Revolving Credit Facility, the First Lien Credit Agreement, and the First Lien Notes Documents as in effect on such date or as the same may be amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof, and any Acquired Indebtedness, which encumbrance or restriction pursuant to the Pulitzer Junior Intercreditor Agreement on the Pulitzer Debt Satisfaction Date (provided that the Pulitzer Junior Intercreditor Agreement is entered into substantially in the form thereof attached hereto as Exhibit K on the Pulitzer Debt Satisfaction Date or such other form that is not applicable materially less favorable to the Lenders than the form attached hereto as Exhibit K on the Effective Date);
(ii) any encumbrance or restriction with respect to a Person or assets pursuant to an agreement in effect on or before the date on which such Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Borrower or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration for, 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 Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Borrower or in contemplation of the transaction) or such assets were acquired by the Borrower or any Restricted Subsidiary; provided, that any such encumbrance or restriction shall not extend to any Person, Person or the properties assets or assets property of the Borrower or any Person, other Restricted Subsidiary other than the Person and its Subsidiaries or the assets and property so acquired (and its Subsidiariesany proceeds thereof or accessions, improvements or additions thereto);
(3iii) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in the preceding clause (1i) or (2ii) or this clause (3iii) is Incurred or contained in any amendment to amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing of an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in the preceding clause (i), ) or (ii) or this clause (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreementagreement effecting such Refinancing or contained in such agreement immediately after giving effect to any such amendment, instrument restatement, modification, renewal, supplement, refunding, replacement or amendment referred to Refinancing, as the case may be, are not materially less favorable (as determined in clause (x) above areGood Faith by the Borrower), taken as a whole, no more restrictive in any material respect to the Lenders than the encumbrances and restrictions contained in such predecessor agreement or contained in such agreement immediately prior to any such amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing, as the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)case may be;
(4iv) any encumbrance encumbrances or restriction restrictions (a) arising in connection with Liens permitted under the provisions of Section 10.03 and (b) (1) that restrict in a customary manner the subletting, sublicensing, assignment or transfer of any property or asset that is subject to a lease, sublease, license or similar contract, or the assignment, sublicense or transfer of any such lease, sublease, license or other contract, (2) are contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of the Borrower or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the licenseproperty subject to such mortgages, lease pledges or other security agreements or (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the property thereunder;
(7) Borrower or any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c),
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including this Indenture and the Credit Agreement);
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 4.05(1)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 4.05(1)(A) or (2B) of or this clause (3C); PROVIDED, or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(4D) 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;
(E) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of assets permitted by this Indenture pending the closing of such sale or disposition;
(F) any restriction arising under applicable law, regulation or order;
(G) any agreement or instruction governing Capital Stock (other than Disqualified Stock) of any Person that is in effect on the date such Person is acquired by the Company or a Restricted Subsidiary;
(H) any restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(I) any restriction in any agreement that is not more restrictive than the restrictions under the terms of the Credit Agreement as in effect on the Issue Date; and
(2) with respect to clause (c) only,
(A) any such encumbrance or restriction contained consisting of customary nonassignment provisions in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10B) any restriction on the sale restrictions contained in security agreements or other disposition of assets or property mortgages securing Indebtedness as a result of a Permitted Lien on Restricted Subsidiary to the extent such assets restrictions restrict the transfer of the property subject to such security agreements or propertymortgages.
Appears in 1 contract
Samples: Indenture (Monterey Carpets Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1i) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c):
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including the Credit Agreement in effect on the Issue Date, this Indenture, the Securities and the Guarantees);
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Sections 4.05(i)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 4.05(i)(A) or (2B) of or this clause (3C), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to the Company (as reasonably determined by the Company in clause good faith) than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
(D) any encumbrance or restriction with respect to (i) 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 or (ii) a business unit, division, product line or line of business or other assets in a transaction permitted under Section 4.06, in each case pending the closing of such sale or disposition;
(E) any encumbrance or restriction pursuant to applicable law, rule, regulation or order;
(F) provisions contained in any approval, license or permit with a regulatory authority, in each case entered into the ordinary course of business;
(G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies;
(H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture;
(I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business;
(J) provisions in agreements or instruments which prohibits the payment or making of dividends or other distributions other than on a pro rata basis;
(K) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered in the ordinary course of business (including in the case of NCR Manaus, restrictions and conditions set forth in the Brazil Transaction Documents); and
(L) any encumbrance or restriction contained in the terms of any agreement under which Indebtedness is permitted to be Incurred after the Issue Date pursuant to Section 4.03 if (x) above are, taken as either (i) the encumbrance or restriction applies only in the event of and during the continuance of a whole, no more restrictive in any material payment default or a default with respect than the encumbrances and restrictions to a financial covenant contained in such Indebtedness or agreement or (ii) the predecessor Company reasonably determines in good faith 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 Securities and any other Indebtedness 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 reasonably determined by the chief financial officer of Iridium Company in good faith and evidenced by a certificate filed with the Trusteefaith);
(4ii) with respect to clause (c) only:
(A) any encumbrance or restriction consisting of customary provisions in leases and other agreements to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7C) any encumbrance or restriction contained in contracts for sales of assets any Secured Indebtedness otherwise permitted by this Indentureto be incurred pursuant to Sections 4.03 and 4.13 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(8) with respect to a Restricted Subsidiary, D) any encumbrance or restriction imposed pursuant contained in any agreement relating to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates Purchase Money Indebtedness permitted by Section 4.03 if such transaction is not consummated and 54 47 that restrictions or conditions apply only to the assets securing such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;Indebtedness; and
(9E) any encumbrance or restrictionrestriction consisting of customary non-assignment provisions in a lease, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenturelicense or similar contract, in existence at each case entered into in the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition ordinary course of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertybusiness.
Appears in 1 contract
Samples: Indenture (NCR Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) to make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance in effect at or restriction is not applicable to any Person, or entered into on the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
Issue Date; (3ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to (x) an agreement applicable to such Restricted Subsidiary on or instrument prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of related transactions pursuant to which Indebtedness which Refinances Indebtedness Incurred such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this Section 3.06 or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clause clauses (xi) above areor (ii) of this Section 3.06, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements case may be; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4iv) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
; (7v) in the case of clause (c) above, restrictions contained in Permitted Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on imposed pursuant to an agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or property securing Indebtedness as a result of a Permitted Lien on such assets or propertydisposition.
Appears in 1 contract
Samples: Indenture (Autobond Acceptance Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation inStock, or measured bypay any Indebtedness owed, its profitsto the Company, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) (any encumbrance or similar limitations restriction pursuant to other notes issued by Iridiuman agreement in effect at or entered into on the Issue Date, or indentures relating theretoincluding without limitation, that are substantially similar to those set forth in this Indenture), or each of the Credit Agreements and any agreement relating to the Secured Bank Facilityrelated collateral documents and guarantees;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary (x) pursuant to an agreement relating to any Acquired IndebtednessIndebtedness (A) Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or (B) of a Person assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from such Person provided that at the time such assets were owned by such other Person such Indebtedness was either secured by such assets or related to the acquisition, which encumbrance ownership, improvement or restriction is not applicable to any Personuse of such assets (in each case other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument related transactions pursuant to which Indebtedness which Refinances Indebtedness Incurred such Restricted Subsidiary became a Restricted Subsidiary or such assets were acquired by the Company or a Restricted Subsidiary, as applicable) or (y) that is not pursuant to an agreement referred relating to in clause (1) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement, instrument or amendment referred to in clause (x) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction and is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time that such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming such a Subsidiary;
(3) any encumbrance or restriction pursuant to an agreement (a "Refinancing Agreement") that extends, renews, refinances or replaces an agreement referred to in clause (1) or (2) of this Section or this clause (3) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or amendment are not materially less favorable to the Securityholders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or amendment relates (as determined in good faith by the Company);
(4) any encumbrance or restriction (A) that restricts in a customary manner (x) the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (y) the assignment or transfer of any lease, license or other contract, or (B) 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 or asset subject to such security agreements or mortgages;
(5) any restriction with respect to a Restricted Subsidiary, or any property or assets of any 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, or the sale or disposition of the property or assets that are subject to such restriction, pending the closing of such sale or disposition;
(6) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(7) any encumbrance or restriction pursuant to an agreement relating to any foreign Indebtedness incurred by any non-U.S. Restricted Subsidiary;
(8) any encumbrance or restriction required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses;
(9) any encumbrance or restriction pursuant to an agreement relating to Indebtedness of or a Financing Disposition to or by any Receivables Subsidiary or Equipment Subsidiary; and
(10) any encumbrance or restriction on the sale pursuant to a joint venture or other disposition of assets similar agreement or property securing Indebtedness as arrangement entered into in connection with a result of a Permitted Lien on such assets or propertyFiskeby Transaction.
Appears in 1 contract
Samples: Indenture (Ric Holding Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiary:
(a) to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) by the profits of the Issuer or such Restricted Subsidiary or pay any Indebtedness owed to Iridium or any Restricted Subsidiary, the Issuer,
(iiib) to make any loans or advances to Iridium the Issuer or to any Restricted Subsidiary or Subsidiary; or
(ivc) to transfer any of its property or assets to Iridium the Issuer or to any Restricted Subsidiary, except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2) except any encumbrance or restriction pursuant to an agreement relating to existing under or by reason of;
(i) the Senior Credit Facility as in effect on the Issue Date;
(ii) the Notes, this Indenture or the Guarantees;
(iii) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and its Subsidiariesacquired;
(3iv) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Refinancing Indebtedness which Refinances Indebtedness Incurred incurred pursuant to an agreement referred to in clause (1i) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement, instrument or amendment referred agreement are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Noteholders than the encumbrances and restrictions contained in such agreements governing the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)Indebtedness being refinanced;
(4) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6v) customary non-assignment nonassignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(7vi) any encumbrance security agreements or restriction contained in contracts for sales mortgages securing Indebtedness of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on to the date extent such restrictions restrict the transfer of this Indenture, in existence at the time property subject to such Person becomes a Restricted Subsidiary and not incurred in connection with, security agreements or in contemplation of, such Person becoming a Restricted Subsidiarymortgages; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (Phoenix Md Realty LLC)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness Debt or other obligation owed to Iridium or any Restricted Subsidiary, the Company;
(iii2) make any loans or advances to Iridium or any Restricted Subsidiary or the Company; or
(iv3) transfer any of its property or assets to Iridium or any Restricted Subsidiary, the Company; except:
(1A) (any encumbrance or similar limitations restriction pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), the Credit Agreement or any other agreement in effect on the Issue Date or pursuant to the issuance of the Notes;
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred by such Restricted Subsidiary on or prior to the Secured Bank Facilitydate on which such Restricted Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, 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 acquired by the Company) and outstanding on such date;
(2C) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets effecting a Refinancing of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Debt Incurred pursuant to an agreement referred to in clause (1A) or (2B) or this clause (3) is Incurred above or contained in any amendment to an agreement or instrument referred to in clause (1A) or (2B) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoabove; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement, instrument Refinancing agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);such agreements,
(4D) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or other customary non-assignment provisions in contracts (other than contracts that constitute Debt) entered into the property thereunderordinary course of business to the extent such provisions restrict the transfer of the assets subject to such contracts;
(7E) any encumbrance or restriction in the case of clause (3) above, restrictions contained in contracts for sales security agreements or mortgages securing Debt of assets otherwise permitted by this Indenturea Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;
(8) F) encumbrances or restrictions imposed by operation of applicable law; and
(G) any restriction with respect to a Restricted Subsidiary, any encumbrance or restriction Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertydisposition.
Appears in 1 contract
Samples: Indenture (Sterling Chemical Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium the Company or any other Restricted Subsidiary, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium the Company or any other Restricted Subsidiary, Subsidiary except:
(1) (any encumbrance or similar limitations restriction pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth an agreement in this Indenture), or any agreement relating effect on the Issue Date to the Secured Bank Facilityextent and in the manner such agreements are in effect on the Issue Date;
(2) any encumbrance or restriction pursuant to the Credit Facility or an agreement governing other Senior Indebtedness permitted to be Incurred under this Indenture; provided that, with respect to any agreement -------- governing such other Senior Indebtedness, the provisions relating to such encumbrance or restriction are no less favorable to the Company in any material respect as determined by the Board of Directors in its reasonable and good faith judgment than the provisions contained in the Credit Facility as in effect on the Issue Date;
(3) the Notes and this Indenture;
(4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and its Subsidiariesacquired;
(35) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or ), (2) or (4) of this Section 4.11 or this clause (35) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1), (2) or (24) of this covenant or this clause (35), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the -------- ------- encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to in clause (x) above areare not materially less favorable, taken as a whole, no more restrictive in any material respect to the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(46) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of in any licensing agreement contract or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(7) in the case of (c) above, restrictions contained in security agreements, mortgages or other arrangements securing Indebtedness or other obligations of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, mortgages or other arrangements;
(8) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;sale or disposition; and
(9) any encumbrance or restriction, with restriction in respect of any Indebtedness of a Subsidiary Guarantor permitted to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of be Incurred under this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (Nm Licensing LLC)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;
(ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness or Preferred Stock Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance such Restricted Subsidiary became a Restricted Subsidiary or restriction is not applicable to any Personwas acquired by the Company (other than Indebtedness or Preferred Stock Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3iii) any encumbrance or restriction pursuant to (x) an agreement effecting a Refinancing of Indebtedness or instrument pursuant to which Indebtedness which Refinances Indebtedness Preferred Stock Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this covenant or this clause (3iii) is Incurred or contained in any renewal, amendment to or extension of an agreement or instrument referred to in clause (1i) or (2ii) of this covenant or this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are in the aggregate no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(4iv) any such encumbrance or restriction contained consisting of customary nonassignment provisions in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(7v) any encumbrance or restriction in the case of clause (c) above, restrictions contained in contracts for sales security agreements (including mortgages, assignments of assets otherwise permitted by this Indentureearnings, assignments of insurances and pledge agreements) securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9vi) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not 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;
(vii) any such restriction applicable to a Restricted Subsidiary contained in agreements evidencing or relating to Purchase Money Indebtedness of such Restricted Subsidiary permitted by Section 4.03(b)(8);
(viii) customary limitations on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, distribution or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitations are applicable only to the assets that are the subject of such agreements;
(ix) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Indenture; and
(x) in the case of clause (a) above, restrictions contained in security agreements (including mortgages, assignments of earnings, assignments of insurances and pledge agreements) securing Indebtedness as a result of a Permitted Lien Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; provided that (i) such restrictions are not materially more disadvantageous to the Securityholders than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith) and (ii) the Board of Directors determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such restrictions) that such restrictions will not materially affect the Company's ability to make principal or interest payments on such assets or propertythe Securities and any other Indebtedness that is an obligation of the Company.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c),
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement to be entered into on or about the Issue Date;
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 4.05(1)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 4.05(1)(A) or (2B) of or this clause (3C); PROVIDED, or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to the Holders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in clause such predecessor agreements;
(D) 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 or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and
(E) any encumbrance or restriction contained in the terms of any Indebtedness of the type described in Section 4.03(b)(11) (provided that such Indebtedness is Incurred in compliance with such provision) or any agreement pursuant to which such Indebtedness was Incurred if (i) either (x) above are, taken as the encumbrance or restriction applies only in the event of and during the continuance of a whole, no more restrictive in any material payment default or a default with respect than the encumbrances and restrictions to a financial covenant contained in such Indebtedness or agreement or (y) the predecessor 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 Securities and any other Indebtedness that is an obligation of the Company and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings or agreements (as determined by the chief financial officer of Iridium Company in good faith and evidenced by a certificate filed with the Trusteefaith);; and
(42) with respect to clause (c) only,
(A) any 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
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (PrimeWood, Inc.)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and 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 of any such Restricted Subsidiary to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect pay any Indebtedness or other obligation owed to any other interest or participation in, or measured by, its profitsthe Company, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium or any Restricted Subsidiary, the Company; except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2a) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtednessin effect at or entered into on the Issue Date, which encumbrance or restriction is not applicable to any Person, or including the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
Credit Agreement; (3b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to (x) an agreement relating to any Indebtedness or instrument Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness or Preferred Stock issued as consideration in, 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 Indebtedness which Refinances such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company); (c) 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 of Indebtedness issued pursuant to an agreement referred to in clause clauses (1a) or (2b) or this clause (3c) is Incurred or contained in any amendment to an agreement or instrument referred to in clause clauses (1a) or (2b) of or this clause (3c), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such refinancing agreement, instrument refinancing agreement or amendment referred to in clause (x) above areamendment, taken as a whole, no more restrictive are not materially less favorable to the Holders, as determined in any material respect good faith by the senior management of the Company or Board of Directors, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the predecessor agreements Issue Date; (as determined by d) in the chief financial officer case of Iridium in good faith and evidenced by a certificate filed with the Trustee);
clause (4iii) 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 a lease, license, conveyance or contract or similar property 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 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 mortgages similar documents securing Indebtedness, or under any documents providing for Capital Lease Obligations, 47 41 Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
subject to such security agreements; (7f) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to such a Restricted Subsidiary, any encumbrance or restriction Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;
sale or disposition; (9g) any encumbrance encumbrances or restriction, restrictions with respect to a Indebtedness of Foreign Subsidiaries; provided that (i) such encumbrances or restrictions do not limit in any manner the ability of the Restricted Subsidiary that is not a Restricted Subsidiary Subsidiaries of the Company in existence on the date Issue Date from performing any of the acts referred to in clauses (i) through (iii) of this Indenture, in existence at Section 4.5 and (ii) the time aggregate principal amount of the Indebtedness of the Foreign Subsidiaries of the Company which includes such Person becomes a Restricted Subsidiary an encumbrance or restriction does not exceed $50.0 million; and not incurred in connection with, (h) encumbrances or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale restrictions arising or other disposition existing by reason of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyapplicable law.
Appears in 1 contract
Samples: Indenture (Viasystems Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Borrower or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Borrower, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Borrower or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Borrower, except:
(1) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c),
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date, including the Credit Agreement as in effect on such date;
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Borrower (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Borrower) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Section 6.03(1)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 6.03(1)(A) or (2B) of or this clause (3C), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Borrower than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the such predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)agreements;
(4D) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of with respect to a Restricted Subsidiary which are not prohibited by Section 4.12 herein imposed pursuant to an agreement entered into for the extent such encumbrances sale or restrictions restrict disposition of all or substantially all the assignment or transfer of the property Capital Stock or assets subject to of such security agreements Restricted Subsidiary pending the closing of such sale or mortgages, or subject to such Capital Lease Obligations;disposition; and
(5E) any encumbrance or restriction existing under or arising by reason of applicable law law, rule or regulations;regulation; and with respect to clause (c) only,
(6F) any encumbrance or restriction consisting of customary non-assignment nonassignment provisions of any licensing agreement in leases and licenses governing leasehold interests or of any lease but only licenses to the extent such provisions restrict the transfer of the license, lease or license or the property leased or licensed thereunder;; and
(7G) any encumbrance or restriction (including Permitted Liens) contained in contracts for sales security agreements or mortgages securing Indebtedness (including Capital Lease Obligations) of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any Subsidiary to the extent such encumbrance or restriction imposed pursuant to an agreement that has been entered into for restricts the sale of all or substantially all transfer of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect property subject to such transaction no Default shall have occurred security agreements or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertymortgages.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and 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 of any such Restricted Subsidiary to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect pay any Indebtedness or other obligation owed to any other interest or participation in, or measured by, its profitsthe Company, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the New Credit Facility; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Acquired IndebtednessIndebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in anticipation 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 of the Company or was acquired by the Company); (c) 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 of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) 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 a lease, license, conveyance or contract or similar property 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 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; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoacquired; provided, however, that the encumbrances and restrictions contained such Indebtedness is not incurred in any connection with or in contemplation of such refinancing agreement, instrument or amendment referred to in clause acquisition; (x) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4g) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of with respect to such a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition disposition; and (h) encumbrances or restrictions arising or existing by reason of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyapplicable law.
Appears in 1 contract
Samples: Indenture (Comforce Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium Neither the Company nor the Issuer shall, nor shall not, and shall not the Company permit any other Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium the Company or any Restricted Subsidiarythe Issuer, (iiib) to make any loans or advances to Iridium the Company or any Restricted Subsidiary the Issuer or (ivc) to transfer any of its property or assets to Iridium the Company or any Restricted Subsidiarythe Issuer, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiaries;
outstanding on such date; (3iii) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2ii) of this covenant or this clause (3iii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1i) or (2ii) of this covenant or this clause (3iii); PROVIDED, or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the predecessor agreements such agreements; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4iv) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
; (7v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiarythe Guaranteed Notes, any encumbrance defeasance trust or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted SubsidiaryDebt Service Reserve Account; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9vii) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on imposed pursuant to an agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or property securing Indebtedness as a result of a Permitted Lien on such assets or propertydisposition.
Appears in 1 contract
Samples: Indenture (Pt Polytama Propindo)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium the Company or any a Restricted Subsidiary, (iiib) to make any loans or advances to Iridium the Company or any a Restricted Subsidiary or (ivc) to transfer any of its property or assets to Iridium the Company or a Restricted Subsidiary or (d) grant to the Trustee a Lien on any Restricted Subsidiaryof its Property, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiaries;
outstanding on such date; (3iii) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances 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 (3iii) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1i) or (2ii) of this Section 4.05 or this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the predecessor agreements such agreements; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4iv) any such encumbrance or restriction contained consisting of customary nonassignment provisions in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
; (7v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on imposed pursuant to an agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) in the case of clause (d) above, restrictions contained in instruments related to or creating Permitted Liens under clauses (f), (i), (j) and (n) of the definition of "Permitted Liens", provided such restrictions relate only to the property securing Indebtedness as a result of a subject to such Permitted Lien on such assets or propertyLiens.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiary:
(a) to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) by the profits of the Company or such Restricted Subsidiary or pay any Indebtedness owed to Iridium or any Restricted Subsidiary, the Company,
(iiib) to make any loans or advances to Iridium the Company or to any Restricted Subsidiary or or
(ivc) to transfer any of its property or assets to Iridium the Company or to any Restricted Subsidiary, except:
(1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2) except any encumbrance or restriction pursuant to an agreement relating to existing under or by reason of
(i) the Bank Facility as in effect on the Issue Date;
(ii) the Notes, this Indenture or the Guarantees;
(iii) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and its Subsidiariesacquired;
(3iv) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Refinancing Indebtedness Incurred pursuant to an agreement referred to in clause (1i) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement, instrument or amendment referred agreement are no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Noteholders than the encumbrances and restrictions contained in such agreements governing the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)Indebtedness being refinanced;
(4) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6v) customary non-assignment nonassignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
(7vi) any encumbrance security agreements or restriction contained in contracts for sales mortgages securing Indebtedness of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on to the date extent such restrictions restrict the transfer of this Indenture, in existence at the time property subject to such Person becomes a Restricted Subsidiary and not incurred in connection with, security agreements or in contemplation of, such Person becoming a Restricted Subsidiarymortgages; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (Fresh Foods Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 Equity Interests to Iridium the Borrower or any a Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Borrower, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Borrower or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Borrower, except:
(1) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c),
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date;
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Borrower (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Borrower) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause clauses (1A) or (2B) above or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause clauses (1A) or (2B) of above or this clause (3), or (y) Indebtedness described in clause (i), (iiC) or (iii) pursuant to the Bank of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoAmerica Agreement; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred to in clause (x) above are, taken as a whole, are no more restrictive that the restrictions in any material effect in respect than of the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee)Indebtedness being Refinanced;
(4D) 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 Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and
(2) with respect to clause (c) only,
(A) any 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
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 61 -52- dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) to make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) to transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating to in effect at or entered into on the Issue Date and any Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
agreement that constitutes a Refinancing thereof permitted under this Indenture; (3ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to (x) an agreement applicable to such Restricted Subsidiary on or instrument prior to the date on which such Restricted Subsidiary was acquired by the Company or was designated a Restricted Subsidiary (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of related transactions pursuant to which Indebtedness which Refinances Indebtedness Incurred such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this Section 4.12 or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment are not materially less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clause (xi) above areor (ii) of this Section 4.12, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements case may be; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4iv) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
; (7v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) customary affiliate transactions provisions; (vii) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on imposed pursuant to an agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or property securing Indebtedness as a result of a disposition; and (viii) encumbrances or restrictions pursuant to Permitted Lien on such assets or propertyWarehouse Indebtedness.
Appears in 1 contract
Samples: Indenture (Cityscape Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and 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 Iridium the Company or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium the Company or any Restricted Subsidiary, (iiiii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium the Company or any Restricted Subsidiary, exceptexcept for:
(1a) (any encumbrance or similar limitations restriction pursuant to other notes issued by Iridium, an agreement in effect at or indentures relating thereto, that are substantially similar entered into on the Issue Date;
(b) any encumbrance or restriction with respect to those set forth in this Indenture), or any a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the Secured Bank Facilitydate on which such Restricted Subsidiary became a Subsidiary of, or was acquired by, the Company (other than Indebtedness Incurred as consideration in, 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 Subsidiary of, or was acquired by, the Company) and outstanding on such date;
(2c) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtednessan acquisition of property, which encumbrance so long as the encumbrances or restriction is not applicable restrictions in such agreement relate solely to any Person, or the properties or assets of any Person, other than the Person property so acquired and its Subsidiariesacquired;
(3d) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1a), (b) or (2c) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoany such agreement; provided, however, that the encumbrances any encumbrance and restrictions any restriction contained in any such refinancing agreement, instrument agreement or amendment referred is no less favorable to in clause (x) above are, taken as a whole, no more restrictive in any material respect the Securityholders than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;agreement; and
(5e) any encumbrance or restriction existing under or by reason in the case of applicable law or regulations;
clause (6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiaryiii), any encumbrance or restriction imposed pursuant (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (2) arising by virtue of any transfer of, agreement to an agreement that has been entered into for the sale of all transfer, option or substantially all right with respect to, or Lien on, any property or assets of the Capital Stock Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (3) 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 Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or property.
Appears in 1 contract
Samples: Indenture (Anacomp Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and 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 of any such Restricted Subsidiary to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect pay any Indebtedness or other obligation owed to any other interest or participation in, or measured by, its profitsthe Company, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Acquired IndebtednessIndebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in anticipation 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 of the Company or was acquired by the Company); (c) 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 of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), of this Section 4.08, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) 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 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; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) of this Section 4.08 above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoacquired; provided, however, that the encumbrances and restrictions contained such Indebtedness is not Incurred in any connection with or in contemplation of such refinancing agreement, instrument or amendment referred to in clause acquisition; (x) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4g) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of with respect to such a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition disposition; and (h) encumbrances or restrictions arising or existing by reason of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyapplicable law.
Appears in 1 contract
Samples: Indenture (Source Media Inc)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) to make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2i) any encumbrance or restriction pursuant to an agreement relating to any Acquired Indebtedness, which encumbrance in effect at or restriction is not applicable to any Person, or entered into on the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
Issue Date; (3ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to (x) an agreement applicable to such Restricted Subsidiary on or instrument prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of related transactions pursuant to which Indebtedness which Refinances Indebtedness Incurred such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (1i) or (2ii) of this Section 3.06 or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3iii), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clause clauses (xi) above areor (ii) of this Section 3.06, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements case may be; (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4iv) any such encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, consisting of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-non assignment provisions of any licensing agreement or of any lease but only in leases governing leasehold interests to the extent such provisions restrict the transfer of the license, lease or the property leased thereunder;
; (7v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on imposed pursuant to an agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or property securing Indebtedness as a result of a Permitted Lien on such assets or propertydisposition.
Appears in 1 contract
Samples: Indenture (Contifinancial Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 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 to Iridium or any Restricted Subsidiary on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiarythe Company, (iiib) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (ivc) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
(1i) with respect to clauses (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenturea), or any agreement relating to the Secured Bank Facility;(b) and (c):
(2A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including the Credit Agreement in effect on the Issue Date, this Indenture, the Securities and the Guarantees);
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Indebtedness, Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the properties funds or assets credit support utilized to consummate, the transaction or series of any Person, other than related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Person so acquired Company) and its Subsidiariesoutstanding on such date;
(3C) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1Sections 4.05(i)(A) or (2B) or this clause (3C) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1Section 4.05(i)(A) or (2B) of or this clause (3C), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect thereto; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement, instrument agreement or amendment referred are no less favorable to the Company (as reasonably determined by the Company in clause good faith) than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
(D) any encumbrance or restriction with respect to (i) 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 or (ii) a business unit, division, product line or line of business or other assets in a transaction permitted under Section 4.06, in each case pending the closing of such sale or disposition;
(E) any encumbrance or restriction pursuant to applicable law, rule, regulation or order
(F) provisions contained in any approval, license or permit with a regulatory authority, in each case entered into the ordinary course of business;
(G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies;
(H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture;
(I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business;
(J) provisions in agreements or instruments which prohibits the payment or making of dividends or other distributions other than on a pro rata basis;
(K) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered in the ordinary course of business (including in the case of NCR Manaus, restrictions and conditions set forth in the Brazil Transaction Documents); and
(L) any encumbrance or restriction contained in the terms of any agreement under which Indebtedness is permitted to be Incurred after the Issue Date pursuant to Section 4.03 if (x) above are, taken as either (i) the encumbrance or restriction applies only in the event of and during the continuance of a whole, no more restrictive in any material payment default or a default with respect than the encumbrances and restrictions to a financial covenant contained in such Indebtedness or agreement or (ii) the predecessor Company reasonably determines in good faith 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 Securities and any other Indebtedness 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 reasonably determined by the chief financial officer of Iridium Company in good faith faith).
(ii) with respect to clause (c) only:
(A) any encumbrance or restriction consisting of customary provisions in leases and evidenced by a certificate filed with other agreements to the Trustee)extent such provisions restrict the transfer of the lease or the property leased thereunder;
(4B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, Indebtedness of a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances encumbrance or restrictions restrict restriction restricts the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7C) any encumbrance or restriction contained in contracts for sales of assets any Secured Indebtedness otherwise permitted by this Indentureto be incurred pursuant to Section 4.03 and 4.13 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(8) with respect to a Restricted Subsidiary, D) any encumbrance or restriction imposed pursuant contained in any agreement relating to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates Purchase Money Indebtedness permitted by Section 4.03 if such transaction is not consummated and 54 47 that restrictions or conditions apply only to the assets securing such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;Indebtedness; and
(9E) any encumbrance or restrictionrestriction consisting of customary non-assignment provisions in a lease, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenturelicense or similar contract, in existence at each case entered into in the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition ordinary course of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertybusiness.
Appears in 1 contract
Samples: Indenture (NCR Corp)
Limitation on Restrictions on Distributions from Restricted Subsidiaries. Iridium The Company shall not, and 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 of any such Restricted Subsidiary to (i) pay dividends or make any other distributions to Iridium or any Restricted Subsidiary on its Capital Stock or with respect pay any Indebtedness or other obligation owed to any other interest or participation in, or measured by, its profitsthe Company, (ii) pay any Indebtedness owed to Iridium or any Restricted Subsidiary, (iii) make any loans or advances to Iridium or any Restricted Subsidiary the Company or (iviii) transfer any of its property or assets to Iridium or any Restricted Subsidiarythe Company, except:
: (1) (or similar limitations pursuant to other notes issued by Iridium, or indentures relating thereto, that are substantially similar to those set forth in this Indenture), or any agreement relating to the Secured Bank Facility;
(2a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the New Credit Facility and the indenture between COMFORCE Operating, Inc. and Wilmington Trust Company, as trustee, dated as of November 26, 1997 (the "Notes Indenture"); (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Acquired IndebtednessIndebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in anticipation 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 of the Company or was acquired by the Company); (c) 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 of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) 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 a lease, license, conveyance or contract or similar property 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 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; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries;
(3) any encumbrance or restriction pursuant to (x) an agreement or instrument pursuant to which Indebtedness which Refinances Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) or this clause (3) is Incurred or contained in any amendment to an agreement or instrument referred to in clause (1) or (2) of this clause (3), or (y) Indebtedness described in clause (i), (ii) or (iii) of paragraph (b) of Section 4.03 and permitted Refinancing Indebtedness with respect theretoacquired; provided, however, that the encumbrances and restrictions contained such Indebtedness is not incurred in any connection with or in contemplation of such refinancing agreement, instrument or amendment referred to in clause acquisition; (x) above are, taken as a whole, no more restrictive in any material respect than the encumbrances and restrictions contained in the predecessor agreements (as determined by the chief financial officer of Iridium in good faith and evidenced by a certificate filed with the Trustee);
(4g) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness, or under any documents providing for Capital Lease Obligations, of with respect to such a Restricted Subsidiary which are not prohibited by Section 4.12 herein to the extent such encumbrances or restrictions restrict the assignment or transfer of the property or assets subject to such security agreements or mortgages, or subject to such Capital Lease Obligations;
(5) any encumbrance or restriction existing under or by reason of applicable law or regulations;
(6) customary non-assignment provisions of any licensing agreement or of any lease but only to the extent such provisions restrict the transfer of the license, lease or the property thereunder;
(7) any encumbrance or restriction contained in contracts for sales of assets otherwise permitted by this Indenture;
(8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and 54 47 that such consummation or abandonment Subsidiary pending the closing of such transaction occurs within one year of the date such agreement was entered into;
(9) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and
(10) any restriction on the sale or other disposition disposition; and (h) encumbrances or restrictions arising or existing by reason of assets or property securing Indebtedness as a result of a Permitted Lien on such assets or propertyapplicable law.
Appears in 1 contract
Samples: Indenture (Comforce Corp)