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 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 Borrower or any other Subsidiary of the Borrower, (b) make 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 Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 or (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale.

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 Borrower 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or Subsidiary, (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with assets encumbered by a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any 7.04 so long as such prohibitions or limitations apply restriction applies only to the Property asset encumbered by such Lien permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or subject any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such saleGovernmental Authority's approval of such acquisition.

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 Borrower Company to (ai) 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (bii) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (ciii) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Credit Loan Documents, (iib) 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 or Subsidiary, (iiic) any restrictions with respect to assets encumbered by a Lien permitted by Section 6.12 so long as such restriction applies only to the Borrower assets encumbered by such permitted Lien, and (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries imposed pursuant and (e) such restrictions with respect to an agreement which has been entered into a Securitization Entity required in connection with a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such salePermitted Securitization Transactions.

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 Borrower or any other Subsidiary of the Borrower, (b) make 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 Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit DocumentsLoan Documents 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 7.3 or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale.

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 Borrower Company to (ai) 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (bii) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (ciii) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Credit Loan Documents, (iib) 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 or Subsidiary, (iiic) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with assets encumbered by a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any 6.12 so long as such prohibitions or limitations apply restriction applies only to the Property assets encumbered by such Lien permitted Lien, and (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or subject to such saleany of its Subsidiaries.

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 Borrower Company to (ai) 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (bii) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (ciii) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Credit Loan Documents, (iib) 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 or Subsidiary, (iiic) any restrictions 55 with respect to assets encumbered by a Lien permitted by Section 6.12 so long as such restriction applies only to the Borrower assets encumbered by such permitted Lien, (d) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries imposed pursuant and (e) such restrictions with respect to an agreement which has been entered into a Securitization Entity required in connection with a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such salePermitted Securitization Transactions.

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 Borrower 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or and (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with assets encumbered by a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any 10.04 so long as such prohibitions or limitations apply restriction applies only to the Property asset encumbered by such Lien or subject to such salepermitted Lien.

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 (other than an Unrestricted 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 Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to Investments in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or Subsidiary, and (iii) any restrictions with respect to the Borrower or any of its Subsidiaries a Subsidiary imposed pursuant to an agreements to which such Subsidiary is a party which provide by their express terms that neither the agreement which has been entered into in connection with a Lien permitted by Section 7.2 nor any interest therein may be assigned or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered pledged by such Lien or subject to such saleSubsidiary without the consent of the other party(ies).

Limitation on Restrictions on Subsidiary Distributions. Enter ------------------------------------------------------ into or suffer to exist or become effective any consensual encumbrance or restriction (collectively, "Subsidiary Restrictions") 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 Borrower or any other Subsidiary of the Borrower, (b) make 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 Subsidiary of the BorrowerBorrower (other than, in the case of this clause (c), any such Subsidiary Restriction created by any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby, in which case such Subsidiary Restriction shall only be effective against the assets financed thereby), except for such encumbrances or restrictions existing under or by reason of (i) any restrictions Subsidiary Restrictions existing under the Credit Loan Documents, (ii) any restrictions Subsidiary Restrictions with respect to a Subsidiary imposed pursuant to an a legally binding agreement which has been entered into in connection with for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or in an Asset Sale permitted by Section 6.5, and (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such saleon existing agreements.

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 (ai) 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 Borrower or any other Subsidiary of the Borrower, (bii) make loans or advances to the Borrower or any other Subsidiary of the Borrower or (ciii) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Credit Loan Documents, (iib) 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 or Subsidiary, (iiic) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 7.2.2 or a sale of assets permitted by Section 7.5 7.2.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale, (d) customary provisions contained in a contract, license or lease prohibiting or restricting the assignment, subleasing or sublicensing thereof, and (e) any restrictions with respect to a joint venture permitted hereunder so long as such restriction applies only to the property of such joint venture.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 or Subsidiary, (iii) any restrictions with respect to the Borrower Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 subsection 8.2 or a sale of assets permitted by Section 7.5 subsection 8.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such salesale or (iv) any restrictions imposed pursuant to agreements in connection with Indebtedness permitted under subsections 8.11(f) and (g).

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower 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 Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 or (iii) any restrictions with respect to the Borrower Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 subsection 8.2 or a sale of assets permitted by Section 7.5 subsection 8.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale.

Limitation on Restrictions on Subsidiary Distributions. Enter The Company will not, and will not permit any Significant Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or Subsidiary, (iii) any restrictions with respect to the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with assets encumbered by a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 and any 11.4 so long as such prohibitions or limitations apply restriction applies only to the Property asset encumbered by such Lien permitted Lien, (iv) any restrictions with respect to T & N and its Subsidiaries, or subject any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions relating to such saleForeign Subsidiaries imposed in connection with the Foreign Credit Facilities and the Additional Foreign Credit Facilities.

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 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 of the Borrower(other than restrictions imposed on a Trust Preferred Securities Issuer and any other entities which are special or single-purpose entities), (b) make loans or advances to the Borrower Investments in Holdings or any other Subsidiary of the Borrower or (c) transfer any of its assets (excluding assets in the nature of contracts) to the Borrower Holdings or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit 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 Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or the acquisition of an asset by such Subsidiary, (iii) any restrictions with respect to under the documentation governing any unsecured Indebtedness listed on Schedule 7.2 or any Secured Mortgage Indebtedness or (iv) any restrictions existing as of the Closing Date under any of (A) the Borrower or Operating Agreement, (B) the Borrower Partnership Agreement, (C) the Hxxxxx Agreement and (D) the partnership and stockholders agreements of any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.2 or a sale of assets permitted by Section 7.5 Price Development Company, Limited Partnership, GGP Ivanhoe, Inc. and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale.GGP Ivanhoe IV, Inc.