Common use of Limitation on Restrictions on Distributions from Subsidiaries Clause in Contracts

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Appears in 4 contracts

Samples: Indenture (Healthsouth Corp), Healthsouth Corp, Indenture (Healthsouth Corp)

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Limitation on Restrictions on Distributions from Subsidiaries. The Prior to the occurrence of the Fall-Away Event, the Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Appears in 3 contracts

Samples: Healthsouth Corp, Healthsouth Corp, Indenture (Healthsouth Corp)

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries toSubsidiary so, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect on February 9, 1995; (2) any encumbrance or contemplation of the related acquisition, provided that restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness issued in contemplation of, as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in the foregoing clause (f1) this Indenture, or (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness2); provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances amendment are no less favorable to Holders of the type described Debentures than the encumbrances and restrictions contained in this such agreements; (4) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease; (5) in the case of clause (giii) that arise under above, restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating or evidencing transfer of the Indebtedness being refunded or refinanced, property subject to such security agreements; and (h6) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Appears in 2 contracts

Samples: Indenture (Petroleum Heat & Power Co Inc), Indenture (Petroleum Heat & Power Co Inc)

Limitation on Restrictions on Distributions from Subsidiaries. The Company Borrower shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company Borrower to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company Borrower or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company Borrower or any of its other Subsidiaries, (ii) make loans or advances to the Company Borrower or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company Borrower or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (dc) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture Agreement and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company Borrower or its Subsidiaries, (ed) restrictions or encumbrances replacing those permitted by clause (b), (c) or (dc) above which, taken as a whole, are not materially more restrictive, (fe) this IndentureAgreement, (gf) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (gf) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (hg) any restrictions with respect to a Subsidiary of the Company Borrower imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ih) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company Borrower to pay dividends or make loans or advances and (ji) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Healthsouth Corp)

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall will not, and shall will not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect on the January 26, 1994; (2) any encumbrance or contemplation of the related acquisition, provided that restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness issued in contemplation of, as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in the foregoing clause (f1) this Indenture, or (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness2); provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances amendment are no less favorable to holders of the type described Notes than the encumbrances and restrictions contained in this such agreements; (4) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease; (5) in the case of clause (giii) that arise under above, restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating or evidencing transfer of the Indebtedness being refunded or refinanced, property subject to such security agreements; and (h6) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Appears in 1 contract

Samples: Petroleum Heat & Power Co Inc

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit AgreementsAgreement as in effect on the Effective Date, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and advances, (j) customary restrictions in purchase money debt or leases relating to the property covered thereby, (k) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; and (l) any encumbrance or restriction existing under or by reason of contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity.

Appears in 1 contract

Samples: Interim Loan Agreement (Healthsouth Corp)

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Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesRestricted Subsidiary, (ii) make any loans or advances to the Company or any of its other Subsidiaries Restricted Subsidiary, or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesRestricted Subsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, any encumbrance or restriction in effect at the Issue Date pursuant to an agreement disclosed herein; (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted encumbrance or restriction with respect to be incurred a Restricted Subsidiary pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Restricted Subsidiary prior to the acquisition of date on which such assets Restricted Subsidiary was acquired by the Company or its Subsidiariesanother Restricted Subsidiary (other than Indebtedness Incurred as consideration in, (eor 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 or another Restricted Subsidiary) restrictions or encumbrances replacing those permitted by clause (b), and outstanding on such date; (c) any encumbrance or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this provision or contained in any amendment to an agreement referred to in clause (a) or (b) of this provision; provided however, that has been entered into for the sale encumbrances and restrictions contained in any such refinancing agreement or other disposition amendment are no less favorable to the Noteholders than encumbrances and restrictions contained in such agreements; (d) in the case of all any encumbrance or substantially all restriction referred to in clause (iii), any such encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of the Capital Stock 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 transfer, option or right with respect to, or Lien on, any property or assets of such Subsidiarythe Company or any Restricted Subsidiary not otherwise prohibited hereby, or (i3) any encumbrance or restriction pursuant to an agreement restricting the sale relating to an acquisition of property, so long as such encumbrance or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating restriction relates solely to the property covered therebyso acquired; (e) any encumbrance or restriction imposed by any Gaming Authority; and (f) any encumbrance or restriction imposed by Legal Requirements. SECTION 4.14.

Appears in 1 contract

Samples: Ameristar Casinos Inc

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances which by its terms encumbers or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on restricts the ability of any Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness obligation owed to the Company or any of its other SubsidiariesCompany, (iib) make any loans or advances to the Company or any of its other Subsidiaries or Company, (iiic) transfer any of its properties Property or assets to the Company Company, or (d) guarantee any Debt of its other Subsidiariesthe Company, in each case except for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) applicable lawlaw or any applicable rule, regulation or order, (bii) the Credit AgreementsDocuments, (ciii) Existing encumbrances or restrictions existing on the Date of Closing to the extent and in the manner such encumbrances and restrictions are in effect on the Date of Closing, (iv) subject to compliance with or a waiver under Paragraph 6A, any instrument governing Acquired Indebtedness, (d) which encumbrance or restriction is not applicable to any restrictions under Person, or the properties or assets of any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation Person, other than the Person, or contemplation the property or assets of the related acquisitionPerson (including any Subsidiary of the Person), provided that so acquired, (v) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vi) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Subsidiary to the extent such restrictions and encumbrances only apply to assets that were restrict the transfer of the property subject to such restrictions security agreements and encumbrances prior to the acquisition of such assets by the Company or its Subsidiariesmortgages, (evii) customary restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company Company, or (viii) subject to pay dividends compliance with or make loans a waiver under Paragraph 6A, restrictions contained in Purchase Money Indebtedness or advances and Capitalized Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (jc) customary restrictions in purchase money debt or leases relating to above on the property covered therebyso acquired so long as such restrictions are limited to such property.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Women First Healthcare Inc)

Limitation on Restrictions on Distributions from Subsidiaries. The Company Newco and the Borrower shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company Newco to (ii)(a) pay dividends or make any other distributions to Newco or any of its Subsidiaries on its Capital Stock or any other interest or participation inEquity Interests, or measured by, its profits, owned by the Company (b) pay any Indebtedness owed to Newco or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company Newco or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company Newco or any of its other Subsidiaries, in each case except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facilities as in effect on June 27, 1997 and as amended, extended, supplemented, modified, refinanced, replaced or substituted from time to time or Indebtedness incurred subsequent to the date hereof, as the case may be; provided that such amendments, extensions, modifications, supplements, refinancings, replacements, refundings or substitutions and Indebtedness incurred subsequent to the date hereof in accordance with this Agreement are no more restrictive in any respect material to the Lenders than the restrictions contained in the applicable lawCredit Facility as in effect on June 27, 1997; (b) the Credit Agreements, Loan Documents; (c) Existing Indebtedness, applicable law; (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior nature described in clause (iii) above by reason of customary non-assignment provisions in leases entered into in the ordinary course of business material to the acquisition of such assets by the Company or its Subsidiaries, Lenders; (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions or encumbrances replacing those permitted by of the nature described in clause (b), (c) or (diii) above which, taken as a whole, are not materially more restrictive, on the property so acquired; (f) this IndentureIndebtedness existing on the date hereof, and any extensions, refinancing, renewals or replacements of any of such Indebtedness; provided that the encumbrances and restrictions in any such extensions, refinancing, renewals or replacements are no more restrictive in any respect material to the Lenders than those encumbrances or restrictions that are in effect on the date hereof; (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions agreements existing with respect to a Subsidiary of any Person or the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock property or assets of such SubsidiaryPerson acquired by Newco or any of its Subsidiaries and existing at the time of such acquisition and not created in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or property or assets acquired, and any extensions, refinancing, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancing, renewals or replacements are no more restrictive in any respect material to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (h) encumbrances on any Receivables Subsidiary or any Single Purpose Entity; and (i) any encumbrance or restriction on the transfer of any property or asset in an agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the acquisition or creation or disposition of such property covered therebyor asset or any Lien on such property or asset that is otherwise permitted by the terms of this Agreement.

Appears in 1 contract

Samples: Bridge Loan Agreement (Pacificorp /Or/)

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