Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 10 contracts

Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Archstone), Credit Agreement (Archstone)

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Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Material Subsidiary to (a) pay dividends or make Restricted Payments in distributions with respect of any to the Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary, Subsidiary or (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions existing on the date hereof under the Indentures and (iiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 8 contracts

Samples: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary.

Appears in 4 contracts

Samples: Credit Agreement (Salton Maxim Housewares Inc), Credit Agreement (Salton Inc), Credit Agreement (Salton Maxim Housewares Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) any restrictions with respect to a Seller Subsidiary imposed pursuant to the AAT Purchase Agreement and any related agreements.

Appears in 3 contracts

Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Sba Communications Corp), Credit Agreement (Sba Communications Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary, (b) make Investments in the any Borrower or any other Subsidiary or (c) transfer any of its assets to the any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) restrictions with respect to distributions by any Foreign Subsidiary.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Iconix Brand Group, Inc.), Credit Agreement (Iconix Brand Group, Inc.), Credit Agreement (Iconix Brand Group, Inc.)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of DOC to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Dobson Communications Corp), Credit Agreement (Dobson Communications Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter Other than the Receivables Sale Transaction, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Term Loan Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Material Subsidiary to (a) pay dividends or make Restricted Payments in distributions with respect of any to the Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, by the Borrower or any other Subsidiary, Subsidiary or (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions existing on the date hereof under the Indentures, (iii) any restrictions existing under the Senior Notes and (iiiv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary, (b) make Investments in the any Borrower or any other Subsidiary or (c) transfer any of its assets to the any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) any document or instrument governing Liens permitted pursuant to Section 7.3 provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

Appears in 2 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.Subsidiary and (iii) solely in the case of the foregoing clause (c), customary non-assignment

Appears in 2 contracts

Samples: Revolving Credit Agreement (Tesoro Petroleum Corp /New/), 364 Day Revolving Credit Agreement (Tesoro Petroleum Corp /New/)

Limitation on Restrictions on Subsidiary Distributions. Enter ------------------------------------------------------ into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Infonet Services Corp), Credit Agreement (Sba Communications Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Powerhouse Technologies Inc /De), Credit Agreement (Grand Union Co /De/)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and or (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Sba Communications Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Subsidiary, (b) make Investments in the Borrower Holdings or any other Subsidiary or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (Avery Berkel Holdings LTD)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Loan Party or any other Subsidiaryof its Subsidiaries, (b) make Investments in the Borrower any Loan Party or any other Subsidiary of its Subsidiaries or (c) transfer any of its assets to the Borrower any Loan Party or any other Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, and (ii) any restrictions with respect to a any such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, to the extent such Disposition is expressly permitted by this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Mission Resources Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for (i) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement or the other Loan Documents and (ii) any such restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (MVC Capital, Inc.)

Limitation on Restrictions on Subsidiary Distributions. Enter In addition to any limitations set forth in the other Loan Documents, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Guarantor or any Borrower or any other Subsidiary, (bii) make Investments in the any Guarantor or any Borrower or any other Subsidiary or (ciii) transfer any of its assets to the any Guarantor or any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents and Documents, (iiB) restrictions contained in any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.Indebtedness permitted in

Appears in 1 contract

Samples: Guaranty (Lodgian Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) any restrictions existing under the Prepetition Credit Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (Grand Union Co /De/)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Term Loan Agreement (Global Geophysical Services Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other SubsidiaryRestricted Subsidiary of the Borrower, (b) make Investments in the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.any

Appears in 1 contract

Samples: Credit Agreement (Cumulus Media Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, and (ii) any restrictions restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition SPV or any of all or substantially all of the Capital Stock or assets of such Subsidiaryits Property.

Appears in 1 contract

Samples: Credit Agreement (Imperial Sugar Co /New/)

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Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the REIT, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.substantially

Appears in 1 contract

Samples: Interim Term Loan Agreement (Apartment Investment & Management Co)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Details to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Details or any other SubsidiarySubsidiary of Details, (b) make Investments in the Borrower loans or advances to Details or any other Subsidiary of Details or (c) transfer any of its assets to the Borrower Details or any other SubsidiarySubsidiary of Details, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Ddi Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents or the Existing Senior Notes Indenture and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Birch Telecom Inc /Mo)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Revolver Loan Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.all

Appears in 1 contract

Samples: Term Loan Credit Agreement (Chatham Lodging Trust)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) any Insurance Regulation.

Appears in 1 contract

Samples: Credit Agreement (Infinity Property & Casualty Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) any restrictions existing under the Indentures, (iii) any restrictions existing under the Senior Notes and (iiiv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, to the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Gentiva Health Services Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any post-Petition Date consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit and Guarantee Agreement (Grand Union Co /De/)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Mortgage/Mezzanine Documents, and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Archstone Smith Operating Trust)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower any Loan Party or any other Subsidiaryof its Subsidiaries, (b) make Investments in the Borrower any Loan Party or any other Subsidiary of its Subsidiaries or (c) transfer any of its assets to the Borrower any Loan Party or any other Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any restrictions with respect to a any such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) any restrictions under the documentation governing the Revolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Mission Resources Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Cumulus Media Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryDocuments.

Appears in 1 contract

Samples: Credit Agreement (Cpi Aerostructures Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (American Buildings Co /De/)

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower Company or any other Subsidiary, (b) make Investments in the Borrower Company or any other Subsidiary or (c) transfer any of its assets to the Borrower Company or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) any encumbrances or restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition under or by reason of all or substantially all of the Capital Stock or assets of such Subsidiary.applicable law,

Appears in 1 contract

Samples: Credit Agreement (LKQ Corp)

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