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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: (A) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date, including those arising under the Senior Credit Documents; (B) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Subsidiary prior to the date on which such 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 Subsidiary was acquired by the Company); (C) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (A) or (B) or this clause (C) or contained in any amendment, supplement or modification (including an amendment and restatement) to an agreement referred to in clauses (A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment taken as a whole are no less favorable to the holders of the Securities in any material respect than encumbrances and restrictions contained in such agreements; (D) in the case of clause (iii), 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, (2) 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 Subsidiary not otherwise prohibited by this Indenture, or (3) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (E) any such restriction imposed by applicable law; (F) any restriction with respect to a 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 Subsidiary pending the closing of such sale or disposition; and (G) purchase obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: (Aa) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including those arising under the Senior Credit DocumentsAgreement; (Bb) any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred issued by a such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred 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 such Subsidiary became a Subsidiary of the Company or was acquired by the Company); (Cc) any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clauses (Aa) or (Bb) or this clause (Cc) or contained in any amendment, supplement or modification (including an amendment and restatement) to an agreement referred to in clauses (Aa) or (Bb) or this clause (Cc); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any of such agreement, refinancing agreement or amendment amendment, taken as a whole whole, are no less favorable to the holders of the Securities Holders in any material respect respect, as determined in good faith by the senior management of the Company or the Board of Directors, than encumbrances and restrictions with respect to such Subsidiary contained in such agreementsagreements in effect at, or entered into on, the Issue Date; (Dd) in the case of clause (iii)) of this Section 4.5, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar contractproperty or asset, (2B) 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 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 (3D) 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 Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (E) any such restriction imposed by applicable law; (Ff) any restriction with respect to such a 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 Subsidiary pending the closing of such sale or disposition; disposition and (Gg) purchase obligations for property acquired in the ordinary course encumbrances or restrictions arising or existing by reason of business that impose restrictions of the nature described in clause (iii) above on the property so acquiredapplicable law.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: (Aa) any 49 43 encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original 11 3/4% Notes Issue Date, including those arising under the Senior Credit DocumentsAgreement; (Bb) any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred issued by a such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred 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 such Subsidiary became a Subsidiary of the Company or was acquired by the Company); (Cc) any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clauses (Aa) or (Bb) or this clause (Cc) or contained in any amendment, supplement or modification (including an amendment and restatement) to an agreement referred to in clauses (Aa) or (Bb) or this clause (Cc); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any of such agreement, refinancing agreement or amendment amendment, taken as a whole whole, are no less favorable to the holders of the Securities Holders in any material respect respect, as determined in good faith by the senior management of the Company or the Board of Directors, than encumbrances and restrictions with respect to such Subsidiary contained in such agreementsagreements in effect at, or entered into on, the Original 11 3/4% Notes Issue Date; (Dd) in the case of clause (iii)) of this Section 4.5, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar contractproperty or asset, (2B) 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 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 (3D) 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 Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (E) any such restriction imposed by applicable law; (Ff) any restriction with respect to such a 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 Subsidiary pending the closing of such sale or disposition; disposition and (Gg) purchase obligations for property acquired in the ordinary course encumbrances or restrictions arising or existing by reason of business that impose restrictions of the nature described in clause (iii) above on the property so acquiredapplicable law.

Limitation on Restrictions on Distributions from Subsidiaries. The Except for agreements of IPES Iberica, S.A., Doanx Xxx Care Spain, S.A. or Effeffe, S.p.a. governing Indebtedness existing prior to the Issue Date or Incurred after the Issue Date in a manner permitted by Section 4.3, the Company shall not, and shall not permit any of its Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: (A) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date, including those arising under the Senior Credit Documents; (B) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Subsidiary prior to the date on which such 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 Subsidiary was acquired by the Company); (C) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (A) or (B) or this clause (C) or contained in any amendment, supplement or modification (including an amendment and restatement) to an agreement referred to in clauses (A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment taken as a whole are no less favorable to the holders of the Securities in any material respect than encumbrances and restrictions contained in such agreements; (D) in the case of clause (iii), 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, (2) 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 Subsidiary not otherwise prohibited by this Indenture, or (3) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (E) any such restriction imposed by applicable law; (F) any restriction with respect to a 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 Subsidiary pending the closing of such sale or disposition; and (G) purchase obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired.to

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; , except: (A1) any encumbrance or restriction pursuant to an agreement in effect on the Issue DateJanuary 26, including those arising under the Senior Credit Documents1994; (B2) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred issued by a such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred issued in contemplation of, 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 Subsidiary became a Subsidiary or was acquired by the Company)) and outstanding on such date; (C3) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clauses the foregoing clause (A1) or (B) or this clause (C2) or contained in any amendment, supplement or modification (including an amendment and restatement) to an agreement referred to in clauses the foregoing clause (A1) or (B) or this clause (C2); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment taken as a whole are no less favorable to the holders of the Securities in any material respect Notes than the encumbrances and restrictions contained in such agreements; (D4) 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 (iii)) 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, (2) 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 Subsidiary not otherwise prohibited by this Indenture, or (3) restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; and (E) any such restriction imposed by applicable law; (F6) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition; and (G) purchase obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired.