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

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall 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 to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary, (b) make investments in the Company or any other Subsidiary or (c) transfer any of its assets to the Company or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed by law, regulation, court order, rule or decree, (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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 Company Borrower or any other Subsidiary, (b) make investments Investments in the Company Borrower or any other Subsidiary or (c) transfer any of its assets to the Company Borrower or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed by lawany restrictions in any agreements governing any purchase money Indebtedness or Capital Lease Obligations or Permitted Non-Recourse Indebtedness otherwise permitted hereby (in which case, regulation, court order, rule any prohibition or decree, limitation shall only be effective against the assets financed thereby) and (iv) any restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing agreements governing Indebtedness of Foreign Subsidiaries otherwise permitted hereby (in which case, any restrictions shall only be effective against such Foreign Subsidiary permitted by subsection 12.2and its Foreign Subsidiaries).

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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 Company Borrower or any other Subsidiary, (b) make investments Investments in the Company Borrower or any other Subsidiary or (c) transfer any of its assets to the Company Borrower or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed any encumbrance or restriction contained in any agreement governing Indebtedness permitted by lawSections 7.2(c), regulation(d), court order(f), rule (g), (h) or decree(i) or any other agreement existing on the date hereof or assumed in connection with any Acquisition permitted by Section 7.7(f), (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitizationcustomary provisions in leases, subleases, licenses, contracts for management or development of Property and other contracts restricting the same and (v) any restriction imposed on existing by reason of applicable law; provided that, any Subsidiary such encumbrance or restriction referred to above in this Section created by agreement after the date hereof shall only be effective against, and as to distributions made by, the Person acquired in such Acquisition, financed by or party to such Indebtedness or that is in effect at the time subject of or party to such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2other leases, subleases, license or contracts.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall 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 to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary, (b) make investments in the Company or any other Subsidiary or (c) transfer any of its assets to the Company or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed by law, regulation, court order, rule or decree, (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection Section 12.2.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall 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 to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary, (b) make investments in the Company or any other Subsidiary or (c) transfer any of its assets to the Company or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed by law, regulation, court order, rule or decree, (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2.Section 11.3. Arrow Electronics Credit Agreement

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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 Company Borrower or any other Restricted Subsidiary, (b) make investments Investments in the Company Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Company Borrower or any other Restricted Subsidiary, 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 Restricted 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, (iii) conditions imposed by lawany restrictions in any agreements governing any purchase money Indebtedness or Capital Lease Obligations or Permitted Non-Recourse Indebtedness otherwise permitted hereby (in which case, regulation, court order, rule any prohibition or decree, limitation shall only be effective against the assets financed thereby) and (iv) any restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing agreements governing Indebtedness of Foreign Subsidiaries otherwise permitted hereby (in which case, any restrictions shall only be effective against such Foreign Subsidiary permitted by subsection 12.2and its Foreign Subsidiaries).

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall 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 to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary, (b) make investments in the Company or any other Subsidiary or (c) transfer any of its assets to the Company or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed by law, regulation, court order, rule or decree, (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2Section 11.2.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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 Company Borrower or any other Subsidiary, (b) make investments Investments in the Company Borrower or any other Subsidiary or (c) transfer any of its assets to the Company Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Credit Loan Documents, (ii) applicable Requirement of Law, (iii) the Senior Note Indenture, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset subject to Lien permitted by Section 7.3 and (vii) 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, (iii) conditions imposed by law, regulation, court order, rule or decree, (iv) restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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 Company Borrower or any other Restricted Subsidiary, (b) make investments Investments in the Company Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Company Borrower or any other Restricted Subsidiary, 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 Restricted 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, (iii) conditions imposed by lawany restrictions in any agreements governing any purchase money Indebtedness or Capital Lease Obligations or Permitted Non-Recourse Indebtedness otherwise permitted hereby (in which case, regulation, court order, rule any prohibition or decreelimitation shall only be effective against the assets financed thereby), (iv) any restrictions relating to in any special purpose entity under agreements governing Indebtedness of Foreign Subsidiaries otherwise permitted hereby (in which case, any Permitted Receivables Securitization, restrictions shall only be effective against such Foreign Subsidiary and its Foreign Subsidiaries) and (v) any restriction imposed on any Subsidiary that is restrictions in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing Indebtedness of any Foreign Subsidiary permitted by subsection 12.2agreements governing the OR Facility.

Limitation on Restrictions on Subsidiary Distributions. The Company shall not, and shall not permit any of its Subsidiaries to, enter 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) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary, (b) make investments Investments in the Company or any other Subsidiary or (c) transfer any of its assets to the Company or any other Subsidiary, 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 that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) conditions imposed any restrictions in any agreements governing any purchase money Indebtedness or Capital Lease Obligations (and any refinancing thereof permitted by lawSection 7.2(d)) otherwise permitted hereby (in which case, regulation, court order, rule any prohibition or decree, limitation shall only be effective against the assets financed thereby) and (iv) any restrictions relating to any special purpose entity under any Permitted Receivables Securitization, (v) any restriction imposed on any Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary) and (vi) any restriction in any agreement evidencing agreements governing Indebtedness of Foreign Subsidiaries otherwise permitted hereby (in which case, any restrictions shall only be effective against such Foreign Subsidiary permitted by subsection 12.2and its Foreign Subsidiaries).