Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings, (ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements), (iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
Appears in 5 contracts
Samples: Five Year Senior Credit Agreement (Tyco International LTD /Ber/), Five Year Senior Credit Agreement (Covidien Ltd.), Five Year Senior Credit Agreement (Tyco Electronics Ltd.)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Credit Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
Appears in 5 contracts
Samples: 364 Day Senior Bridge Loan Agreement (Tyco Electronics Ltd.), 364 Day Senior Bridge Loan Agreement (Covidien Ltd.), 364 Day Senior Bridge Loan Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Guarantor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Guarantor’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing Preferred Stock issued by a Subsidiary,
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub- clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.10, provided that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (TE Connectivity Ltd.), Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on February 7, 2001,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the date hereoftime such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (iv) and (vi) of this Section 5.07, so long as such provisions are, in the good faith determination of the Guarantor's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "INDEBTED SUBSIDIARY") to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Guarantor's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing preferred stock issued by a Subsidiary, PROVIDED that such preferred stock is permitted under Section 5.08, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.07, PROVIDED that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited by Section 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise permitted by this Agreement.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Parent Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Parent Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Parent Guarantor or any Subsidiary, (b) make loans or advances to the Parent Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Parent Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Parent Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Parent Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Parent Guarantor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Parent Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Parent Guarantor’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing Preferred Stock issued by a Subsidiary,
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub- clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.10, provided that the aggregate investment of the Parent Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 2 contracts
Samples: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Parent will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Parent or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Parent or any Subsidiary, (b) make loans or advances to the Guarantor Parent or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Parent or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementsLaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Parent or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in documents evidencing or governing any Permitted Securitization Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Parent or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Parent or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Parent’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Parent or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Parent’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing Preferred Stock issued by a Subsidiary, provided that such Preferred Stock is permitted under Section 6.08, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 6.07, provided that the aggregate investment of the Parent in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this Section 6.07 shall not prohibit (x) Liens not prohibited by Section 6.09 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Guarantor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Guarantor’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing Preferred Stock issued by a Subsidiary,
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub-clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10, provided that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $500,000,000 or (b) 5.0% of Consolidated Tangible Assets at such time. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Borrower or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Borrower or any Subsidiary, (b) make loans or advances to the Guarantor Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Borrower or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Borrower or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereofClosing Date,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "Refinancing"), instruments referred to in clauses (ii), (iv) and (vi) of this Section 5.07, so long as such provisions are, in the good faith determination of the Borrower's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "Indebted Subsidiary") to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided (A) such Debt is permitted under this Agreement and (B) the Borrower's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing preferred stock issued by a Subsidiary, provided that such preferred stock is permitted under Section 5.08, and
(xii) provisions contained in debt instruments obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.07, provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $40,000,000 or (b) 10% of Consolidated Tangible Net Worth. The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited by Section 5.11 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Borrower or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Borrower or any Subsidiary, (b) make loans or advances to the Guarantor Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Borrower or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Borrower or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereofEffective Date,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "Refinancing"), instruments referred to in clauses (ii), (iv) and (vi) of this Section 5.07, so long as such provisions are, in the good faith determination of the Borrower's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "Indebted Subsidiary") to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided (A) such Debt is permitted under this Agreement and (B) the Borrower's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing preferred stock issued by a Subsidiary, provided that such preferred stock is permitted under Section 5.08, and
(xii) provisions contained in debt instruments obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of 45 51 this Section 5.07, provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $300,000,000 or (b) 10% of Consolidated Tangible Net Worth. The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited by Section 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, Subsidiary other than the BorrowerBorrower (a “Subject Subsidiary”), to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Guarantor or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary (or, solely in the case of clause (xiixi) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement and any other agreement or the Bridge Loan Agreement (orinstrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, so long as the Guarantor or and in no event more restrictive than, any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)such encumbrances and/or restrictions under this Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunderthereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Guarantor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Guarantor’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing Preferred Stock issued by a Subsidiary or governing Intercompany Debt,
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub-clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.10, provided that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $500,000,000 or (b) 5.0% of Consolidated Tangible Assets at such time. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on February 11, 2000,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the date hereoftime such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (iv) and (vi) of this Section 5.07, so long as such provisions are, in the good faith determination of the Guarantor's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "Indebted Subsidiary") to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Guarantor's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing preferred stock issued by a Subsidiary, PROVIDED that such preferred stock is permitted under Section 5.08, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.07, PROVIDED that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $300,000,000 or (b) 10% of Consolidated Tangible Net Worth. The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited by Section 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor No Obligor will not, and or will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor such Obligor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor an Obligor or any Subsidiary that is a direct or indirect parent of such former Subsidiary, (b) make loans or advances to the Guarantor any Obligor or any Subsidiary that is a direct or indirect parent of such former Subsidiary or (c) transfer any of its properties or assets to the Guarantor any Obligor or any such Subsidiary that is a direct or indirect parent of such former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,;
(ii) this Agreement and any other agreement or the Bridge Loan Agreement (orinstrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, so long as the Guarantor or and in no event more restrictive than, any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),such encumbrances and/or restrictions under this Agreement;
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor an Obligor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,, or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business;
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,;
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into an Obligor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to an Obligor or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction;
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the applicable Obligor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced;
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor;
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement;
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to an Obligor or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s or Guarantor’s, as applicable board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect;
(x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to an Obligor or another Subsidiary;
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub-clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower and the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: Five Year Senior Unsecured Revolving Credit Agreement (Tyco International LTD)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor TyCom will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor TyCom or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor TyCom or any Subsidiary, (b) make loans or advances to the Guarantor TyCom or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor TyCom or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor TyCom or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be amalgamated, merged or consolidated with or into TyCom or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to TyCom or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "Refinancing"), instruments referred to in clauses (ii), (iv) and (vi) of this Section 6.07, so long as such provisions are, in the good faith determination of TyCom's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "Indebted Subsidiary") to TyCom or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided (A) such Debt is permitted under this Agreement and (B) TyCom's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing preferred stock issued by a Subsidiary, provided that such preferred stock is permitted under Section 6.08, and
(xi) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (x) of this Section 6.07, provided that the aggregate investment of TyCom in all such Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $50,000,000 or (b) 10% of Consolidated Tangible Net Worth. The provisions of this Section 6.07 shall not prohibit (x) Liens not prohibited by Section 6.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Holdco will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Holdco or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Holdco or any Subsidiary, (b) make loans or advances to the Guarantor Holdco or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Holdco or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the any Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, profits owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary it to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xiixi) hereofbelow, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Guarantor or a Subsidiary or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Guarantor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor,
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided such sale or disposition otherwise complies with this Agreement,
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this Agreement and (B) the Guarantor’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(x) provisions governing Preferred Stock issued by any Subsidiary,
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.10, provided that the aggregate investment of the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (A) $300,000,000 or (B) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary that is a direct or indirect parent of such former Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary that is a direct or indirect parent of such former Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any such Subsidiary that is a direct or indirect parent of such former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,;
(ii) this Agreement and any other agreement or the Bridge Loan Agreement (orinstrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, so long as the Guarantor or and in no event more restrictive than, any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),such encumbrances and/or restrictions under this Agreement;
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, Subsidiary or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,;
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,;
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Tyco International LTD)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Holdco will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Holdco or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Holdco or any Subsidiary, (b) make loans or advances to the Guarantor Holdco or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Holdco or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Agreement,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the any Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into any Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to any Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction,
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or the Bridge Loan Credit Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
Appears in 1 contract
Samples: Senior Bridge Letter of Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Parent will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Parent or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Parent or any Subsidiary, (b) make loans or advances to the Guarantor Parent or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Parent or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementsLaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Parent or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in documents evidencing or governing any Permitted Securitization Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Parent or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Parent or a Subsidiary, or
Appears in 1 contract
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor No Obligor will not, and or will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor such Obligor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor an Obligor or any Subsidiary that is a direct or indirect parent of such former Subsidiary, (b) make loans or advances to the Guarantor any Obligor or any Subsidiary that is a direct or indirect parent of such former Subsidiary or (c) transfer any of its properties or assets to the Guarantor any Obligor or any such Subsidiary that is a direct or indirect parent of such former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,;
(ii) this Agreement and any other agreement or the Bridge Loan Agreement (orinstrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, so long as the Guarantor or and in no event more restrictive than, any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),such encumbrances and/or restrictions under this Agreement;
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor an Obligor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,, or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business;
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,;
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into an Obligor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to an Obligor or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction;
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the applicable Obligor’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced;
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor;
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement;
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to an Obligor or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s or Guarantor’s, as applicable board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect;
(x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to an Obligor or another Subsidiary;
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub-clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower and the Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: Five Year Senior Unsecured Revolving Credit Agreement (ADT Corp)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereofFebruary 12, 1999,
Appears in 1 contract
Samples: Parent Guarantee Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Parent will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Parent or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Parent or any Subsidiary, (b) make loans or advances to the Guarantor Parent or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Parent or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Parent or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall Tyco Credit Agreement (364-Day 2003) be merged or consolidated with or into the Parent or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Parent or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction and such transaction is otherwise permitted hereunder,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (iv) and (vi) of this SECTION 5.07, so long as such provisions are, in the good faith determination of the Parent's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of any Parent Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement that has been entered into for the sale or disposition of such Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "INDEBTED SUBSIDIARY") to the Parent or any other Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Parent's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing Preferred Stock issued by a Subsidiary, PROVIDED that such Preferred Stock is permitted under SECTION 5.08, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this SECTION 5.07, PROVIDED that the aggregate investment of the Parent in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) U.S.$300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this SECTION 5.07 shall not prohibit (x) Liens not prohibited by SECTION 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Parent will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Parent or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor Parent or any Subsidiary, (b) make loans or advances to the Guarantor Parent or any Subsidiary or (c) transfer any of its properties or assets to the Guarantor Parent or any Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt)Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirementslaw, agreements with non-U.S. foreign governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,
(ii) this Agreement or any of the Bridge Loan Agreement (or, so long as the Guarantor or any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements)Financing Documents,
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Parent or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,
(v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction,
(vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Parent or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person's assets to the Parent or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction and such transaction is otherwise permitted hereunder,
(vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (iv) and (vi) of this SECTION 5.07, so long as such provisions are, in the good faith determination of the Parent's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced,
(viii) provisions contained in any instrument evidencing or governing Debt or other obligations of any Parent Subsidiary Guarantor,
(ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement that has been entered into for the sale or disposition of such Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement,
(x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the "INDEBTED SUBSIDIARY") to the Parent or any other Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Parent's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect,
(xi) provisions governing Preferred Stock issued by a Subsidiary, PROVIDED that such Preferred Stock is permitted under SECTION 5.08, and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this SECTION 5.07, PROVIDED that the aggregate investment of the Parent in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) U.S.$300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this SECTION 5.07 shall not prohibit (x) Liens not prohibited by SECTION 5.10 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Tyco International LTD /Ber/)
Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Guarantor Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary, other than the Borrower”), to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor Borrower or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Guarantor Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary, (b) make loans or advances to the Guarantor Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary or (c) transfer any of its properties or assets to the Guarantor Borrower or any such Subsidiary that is a direct or indirect parent of such Subject Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:
(i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings,;
(ii) this Agreement and any other agreement or the Bridge Loan Agreement (orinstrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, so long as the Guarantor or and in no event more restrictive than, any Subsidiary is a party thereto, the Other Credit Agreements and the Other Bridge Loan Agreements),such encumbrances and/or restrictions under this Agreement;
(iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor Borrower or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder,thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business;
(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof,;
(v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction;
(vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced;
(vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor;
(viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement;
(ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect;
(x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary;
(xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and
(xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.
Appears in 1 contract
Samples: Multi Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC)
