Limitations on Dividends and Other Payment Restrictions. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on its ability or the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Capital Stock, (ii) to pay or prepay or to subordinate any Indebtedness (other than Qualified Subordinated Indebtedness), (iii) to make loans or advances, or (iv) to transfer any of its property or assets; provided, however, that nothing in any of clauses (i) through (iv) of this Section 6.02(i) shall prohibit or restrict compliance with:
Limitations on Dividends and Other Payment Restrictions. Entities in China may not pay dividends unless profits are available for distribution. In determining whether profits are available, cumulative losses carried forward from earlier years must be fully set off against profits of later years. Furthermore, before any dividends are paid, a portion of each year’s after-tax profits must be allocated to the employees’ bonus and welfare fund, the enterprise expansion fund, and the reserve fund (total of 10%). In general, in order for Chinese entities to remit dividends abroad, they are required to submit the following documents to the bank: • Certificate of tax clearance from the tax authority and a copy of the tax return; • Audited financial report issued by a certified public accounting firm with respect to the entity’s current year profit and dividend; • Board of Directors’ Resolutions with respect to the declaration of dividend; • Foreign Currency Registration Certificate of the entity; • Certificate of Capital Verification issued by a certified public accounting firm. Pursuant to the master credit agreement covering up to 80M RMB between Bank of China, LLC Taicang Branch and TPI Composites (Taicang) Company Limited, prior to paying dividends, Bank of China must consent to the amount of dividends to be paid and TPI Composites (Taicang) Company Limited must have a Current Ratio (current assets/current liabilities) greater than or equal to 1. Schedule 8.01 Cash Management Accounts Account Number Description Company Bank [...***...] Checking Account (TPI China LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Sweep Account TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account-Sweep Account (TPI Arizona LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account-Sweep Account TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account-Sweep Account (TPI Technology, Inc.) TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account-Sweep Account (TPI Composites LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account (TPI Inc.) TPI Composites, Inc. Santander Bank, N.A. [...***...] Primary Business Account (TPI Iowa, LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Checking Account (TPI Mexico LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Letter of Credit Collateral Money Market Account (TPI Mexico LLC) TPI Composites, Inc. Santander Bank, N.A. [...***...] Letter of Credit Collateral Money Market Account (TPI Comp...
Limitations on Dividends and Other Payment Restrictions. TPI’s ability to repatriate funds from China to the United States is subject to a number of restrictions imposed by the Chinese government. TPI repatriates funds through a Technology License Contract, a Services Agreement and dividends. Under the Technology License Contract, TPI Composites (Taicang) Co, Ltd. is required to pay TPI Technology, Inc., a wholly-owned subsidiary of TPI Composites, Inc., 4.9% (to be increased to XX% effective January 1, 2016) of its net sales for the use of an exclusive and non-transferable license to use Technical Information, as defined in the Technology License Contract, to produce products at its facilities. Under the Services Agreement, we provide:
Limitations on Dividends and Other Payment Restrictions. None. WORKAMER\99999\116342\38534295.v1-4/16/21 Schedule 8.01 Cash Management Banks/Cash Management Accounts WORKAMER\99999\116342\38534295.v1-4/16/21 Company Bank or Broker Address Account No. Account Type Club Pilates Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 591001167 Operating Club Pilates Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591001906 Marketing Fund Club Pilates Franchise, LLC Pacific Western Bank 000 Xxxxx Xxxxx Xxxxxxx, Xxxx, XX 00000 0195121593 Operating CycleBar Franchising LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002791 Operating CycleBar Franchising LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002813 Marketing Fund AKT Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591003194 Operating AKT Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591003968 Operating AKT Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591003798 Operating AKT Marketing Fund Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591005336 Marketing Fund Row House Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002732 Operating Row House Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002988 Marketing Fund WORKAMER\99999\116342\38534295.v1-4/16/21 Stretch Lab Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002589 Operating Stretch Lab Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002996 Marketing Fund Xponential Fitness LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002503 Operating Yoga Six Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591003801 Operating Yoga Six Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591004344 Marketing Fund Stride Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591002112 Operating Stride Franchise, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 591004239 Marketing Fund Xponential Fitness Brands International, LLC Citizens Business Bank 0000 Xxxx Xxxxxx, Xxx...
Limitations on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ---------------------- ASAT Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or assume or suffer to exist any consensual restriction on the ability of any Restricted Subsidiary to pay dividends or make other distributions on its Capital Stock to, or to pay any Indebtedness or other obligation owed to, or otherwise to transfer assets or property to, or make any loans or advances to ASAT Holdings or any of its Restricted Subsidiaries, except:
Limitations on Dividends and Other Payment Restrictions. None. 737240988
Limitations on Dividends and Other Payment Restrictions. Borrower, each of its REO Affiliates and each other Loan Party shall not create, assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or restriction on the ability of any such Person to:
Limitations on Dividends and Other Payment Restrictions. Existing Wells Fargo Agreement and related documents Schedules EXHIBIT A Form of Guaranty See Exhibit 10.2 to this Form 8-K EXHIBIT B Form of Note See Exhibit 10.3 to this Form 8-K EXHIBIT C Form of Security Agreement See Exhibit 10.4 to this Form 8-K EXHIBIT D Form of Intercreditor Agreement See Exhibit 10.7 to this Form 8-K
Limitations on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ---------------------- The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, or by indentures governing other Indebtedness of the Company (and if such Indebtedness is guaranteed, by the guarantors thereof) ranking on a parity with the Securities (or the Guarantees, if applicable), provided that the restrictions imposed by such indentures are no more restrictive than the restrictions imposed by this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date after giving effect to the Transactions, including, without limitation, the New Credit Facility, to the extent and in the manner such restrictions are in effect on the Issue Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under clause (c) of the second paragraph of Section 4.11, provided that such restriction or requirement is no more restrictive than that imposed by the New Credit Facility as of the Issue Date, (f) restrictions with respect solely to the Company or a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of the Equity Interests or assets of such person permitted pursuant to this Indenture, provided that such restrictions apply solely to the Equity Interests or assets of such person which are being sold, (g) restrictions on transfer contained in Purchase Money Indebtedness incurred ...
Limitations on Dividends and Other Payment Restrictions
