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) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Appears in 8 contracts

Samples: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)

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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 of the Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent 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 with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Appears in 6 contracts

Samples: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp), Credit Agreement (Imperial Holly Corp), Credit Agreement (Nationwide Credit 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 any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent 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, the Indentures or any refinancing thereof permitted by Section 7.2(g), Section 7.2(h) or Section 7.2(i) and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Appears in 4 contracts

Samples: Credit Agreement (Nebraska Book Co), Credit Agreement (Nebraska Book Co), Credit Agreement (NBC Acquisition 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) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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 and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramPermitted Restrictions.

Appears in 3 contracts

Samples: Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, 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 any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent 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, the Holdings Discount Notes Indenture or the Senior Subordinated Note Indenture or any refinancing thereof permitted by Section 7.2(g) or Section 7.2(h) and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Appears in 3 contracts

Samples: Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co), Credit Agreement (Nebraska Book 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 to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a in the Senior Subordinated Note Indenture or in any instrument governing Indebtedness of any Non-Guarantor Subsidiary established solely for the purpose of a Receivables Transfer Programpermitted under Section 7.2.

Appears in 2 contracts

Samples: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer 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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramExisting Credit Facility.

Appears in 1 contract

Samples: 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 Borrower or any Domestic Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Borrower or such Subsidiary held by, or pay any Indebtedness owed to, the Parent any other Borrower or any other Subsidiary, (b) make loans or advances to, or Investments in any other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent any other 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, (ii) any restrictions with respect to a Borrower or a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Borrower or such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Programanti-assignment provisions in leases, licenses and other ordinary course agreements.

Appears in 1 contract

Samples: Credit Agreement (Harvard Industries 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 any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent 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 DocumentsDocuments or the Senior Subordinated Note Indenture, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Appears in 1 contract

Samples: Credit Agreement (Conmed 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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions existing on the date hereof under the Indentures, (iii) any restrictions existing under the Senior Notes and (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary of a Borrower held by, or pay any Indebtedness owed to, any of the Parent Borrower Borrowers or any other Subsidiary, (b) make loans or advances to, or other Investments in, in any of the Parent Borrower Borrowers or any other Subsidiary or (c) transfer any of its assets to any of the Parent Borrower Borrowers or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions on the ability of the Borrower or any Subsidiary to transfer any such asset imposed by the provisions of the documentation pursuant to which there shall have been created a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramLien on such asset permitted by Section 7.3.

Appears in 1 contract

Samples: Senior Credit Agreement (Abry Holdings Iii Inc)

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary to, 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) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower Company or any other SubsidiarySubsidiary of the Company, (b) make loans or advances to, or other Investments in, to the Parent Borrower Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Parent Borrower Company or any other SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to assets encumbered by a Subsidiary established solely for Lien permitted by Section 10.04 so long as such restriction applies only to the purpose of a Receivables Transfer Programasset encumbered by such permitted Lien.

Appears in 1 contract

Samples: Second Amended and Restated Credit Agreement (Federal Mogul 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 Material Subsidiary to (a) pay dividends or make any other distributions in with respect of any to the Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, by the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (b) make Investments in the Borrower or any other Subsidiary (except for any dividend restrictions provided by an order of any state or federal regulatory authority of the Borrower or any Subsidiary) or (c) transfer any of its assets to the Parent 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, (ii) any restrictions existing on the date hereof under the Indentures and (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Appears in 1 contract

Samples: Term Loan Credit Agreement (NorthWestern Energy 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 to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary Subsidiary, provided that such Disposition is permitted by this Agreement, and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Programdistributions by any Excluded Foreign Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (XCel Brands, Inc.)

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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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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 Senior Secured Note Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for imposed pursuant to agreements to which such Subsidiary is a party which provide by their express terms that neither the purpose agreement nor any interest therein may be assigned or pledged by such Subsidiary without the consent of a Receivables Transfer Programthe other party(ies).

Appears in 1 contract

Samples: Credit Agreement (National Coal Corp)

Limitation on Restrictions on Subsidiary Distributions. Enter Except as otherwise contemplated herein or any other of the Loan Documents, enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to of Borrower to: (ai) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, Subsidiary of Borrower; (bii) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or of Borrower; and (ciii) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of Borrower, except for such encumbrances or restrictions existing under or by reason of of: (iA) any restrictions existing under the Loan Documents, ; and (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Appears in 1 contract

Samples: Master Credit Agreement (Vystar 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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, the New Senior Subordinated Note Indenture or any of the Existing Senior Subordinated Note Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program solely in the case of the foregoing clause (c), customary non- assignment provisions in leases entered into in the ordinary course of business and consistent with respect to a Subsidiary established solely for the purpose past practices of a Receivables Transfer Programthe Borrower and its Subsidiaries.

Appears in 1 contract

Samples: 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 of the Parent Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary of the Parent Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Appears in 1 contract

Samples: Credit Agreement (Conmed 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 Material Subsidiary to (a) pay dividends or make any other distributions in with respect of any to the Capital Stock of such Subsidiary held by, or pay by any Indebtedness owed to, the Parent Borrower or any other Subsidiary (except for any dividend restrictions provided by an order of any state or federal regulatory authority of any Borrower or any Subsidiary, ) or (b) make loans or advances to, or other Investments in, the Parent in any Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions existing on the date hereof under the Indenture and (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program encumbrance or restriction contained in any agreement governing Indebtedness permitted by Sections 7.2(d), (f) and (g) or any other agreement existing on the date hereof or assumed in connection with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Programany Acquisition permitted by Section 7.7(f).

Appears in 1 contract

Samples: Credit Agreement (Brookdale Senior Living 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 any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, the Exchange Note Indenture or the Existing Senior Subordinated Note Indenture, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program solely in the case of the foregoing clause (c), customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with respect to a Subsidiary established solely for the purpose past practices of a Receivables Transfer Programthe Borrower and its Subsidiaries.

Appears in 1 contract

Samples: 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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Parent, the Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments inin the Parent, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Parent, 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 DocumentsDocuments and the Existing Indentures (and permitted refinancings thereof), (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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 Subsidiary, (iii) any restrictions imposed pursuant on transfers of assets subject to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.Liens permitted by

Appears in 1 contract

Samples: Credit Agreement (Pope & Talbot Inc /De/)

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) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent 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, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which 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) any restrictions imposed pursuant to a Receivables Transfer Program solely in the case of the foregoing clause (c), customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with respect to a Subsidiary established solely for the purpose past practices of a Receivables Transfer Program.the Borrower and its Subsidiaries. 86 81

Appears in 1 contract

Samples: Credit Agreement (Victory Finance Inc)

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