Common use of Limitations on Holdings Clause in Contracts

Limitations on Holdings. No Loan Party shall permit Holdings to (i) hold any assets other than the Equity Securities of the Company and any cash and Cash Equivalents, (ii) have any liabilities other than (A) the liabilities under the Loan Documents, (B) Tax liabilities in the ordinary course of business, (C) guarantees of Debt of the Loan Parties permitted under the Loan Documents, (D) corporate, administrative, operating expenses and other liabilities in the ordinary course of business, and (E) the obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, or (iii) conduct, transact or otherwise engage in any business or operations other than (A) those incidental to its direct or indirect ownership of the Equity Securities of the Loan Parties, (B) activities incidental to maintenance of its corporate existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (C) the entry into, and the performance of, its obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, and its certificate of incorporation and bylaws, any shareholders agreement and any other governing documents, (D) the consummation of the Transactions, (E) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Loan Parties, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (F) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing for indemnification to officers, managers, directors and employees and (G) activities incidental to the foregoing.

Limitations on Holdings. No Loan Party Holdings shall permit Holdings to not (ia) hold any assets other than the Equity Securities Interests of the Company and any Borrower or cash and Cash Equivalentsor property received in connection with Restricted Payments made in accordance with Section 7.5 pending application thereof by Holdings, (iib) have any material liabilities other than (Ai) the liabilities under the Loan DocumentsDocuments and the Closing Date Merger Agreement, (Bii) Tax tax liabilities in the ordinary course of business, (Ciii) guarantees of Debt of the Loan Parties loans and advances permitted under the Loan Documents, Section 7.4 and (Div) corporate, administrative, administrative and operating expenses and other liabilities in the ordinary course of businessbusiness or (c) engage in any business other than (i) consummating the Closing Date Merger and thereafter owning the Equity Interests of Alaska Communications Systems Group and activities incidental or related thereto, and (Eii) the obligations under acting as a party to the Loan Documents and pledging its assets to the Sponsor Subordinated Debt DocumentsAdministrative Agent, or for the benefit of the Lenders, pursuant to the Collateral Documents to which it is a party, (iii) conduct, transact or otherwise engage in any business or operations other than (A) those incidental to its direct or indirect ownership of the Equity Securities Interests of the Loan PartiesBorrower and the Subsidiaries, (Biv) activities incidental to the maintenance of its corporate organizational existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (Cv) the entry into, and the performance of, of its obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, and its certificate of incorporation and bylaws, any shareholders agreement and any other governing documentsto which it is a party, (D) the consummation of the Transactions, (Evi) the participation in tax, accounting and other administrative matters as a member of the consolidated a consolidated, combined or similar group of companies including the Loan Parties, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (Fvii) the performance of obligations under and compliance with its Organizational Document or any applicable Law, (viii) the incurrence and payment of its operating and business expenses and any Taxes for which it may be liable, (ix) the making of Investments and dispositions to the extent not prohibited by this Agreement and the making of Restricted Payments to the extent not prohibited by this Agreement, (x) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Cure Amounts), (xi) purchasing Qualified Capital Stock of the Borrower, (xii) making capital contributions to the Borrower, (xiii) activities otherwise expressly permitted by this Agreement, (xiv) the entry into and performance of its obligations with respect to contracts and other arrangementsarrangements in connection with businesses and activities permitted under this Section 7.14, including the providing for of indemnification to officers, managers, directors and employees and (Gxv) activities incidental to the foregoingbusinesses or activities described in clauses (i)-(xiv) above.

Limitations on Holdings. No Loan Party Holdings shall permit Holdings to not (ia) hold any assets other than the Equity Securities Interests of the Company and any Borrower or cash and Cash Equivalentsor property received in connection with Restricted Payments made in accordance with Section 7.5 pending application thereof by Holdings, (iib) have any material liabilities other than (Ai) the liabilities under the Loan Documents, (Bii) Tax tax liabilities in the ordinary course of business, (Ciii) guarantees of Debt of the Loan Parties loans and advances permitted under the Loan Documents, Section 7.4 and (Div) corporate, administrative, administrative and operating expenses and other liabilities in the ordinary course of businessbusiness or (c) engage in any business other than (i) owning the Equity Interests of Alaska Communications Systems Group and activities incidental or related thereto, and (Eii) the obligations under acting as a party to the Loan Documents and pledging its assets to the Sponsor Subordinated Debt DocumentsAdministrative Agent, or for the benefit of the Lenders, pursuant to the Collateral Documents to which it is a party, (iii) conduct, transact or otherwise engage in any business or operations other than (A) those incidental to its direct or indirect ownership of the Equity Securities Interests of the Loan PartiesBorrower and the Subsidiaries, (Biv) activities incidental to the maintenance of its corporate organizational existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (Cv) the entry into, and the performance of, of its obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, and its certificate of incorporation and bylaws, any shareholders agreement and any other governing documentsto which it is a party, (D) the consummation of the Transactions, (Evi) the participation in tax, accounting and other administrative matters as a member of the consolidated a consolidated, combined or similar group of companies including the Loan Parties, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (Fvii) the performance of obligations under and compliance with its Organization Document or any applicable Law, (viii) the incurrence and payment of its operating and business expenses and any Taxes for which it may be liable, (ix) the making of Investments and dispositions to the extent not prohibited by this Agreement and the making of Restricted Payments to the extent not prohibited by this Agreement, (x) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Cure Amounts), (xi) purchasing Qualified Equity Interests of the Borrower, (xii) making capital contributions to the Borrower, (xiii) activities otherwise expressly permitted by this Agreement, (xiv) the entry into and performance of its obligations with respect to contracts and other arrangementsarrangements in connection with businesses and activities permitted under this Section 7.14, including the providing for of indemnification to officers, managers, directors and employees and (Gxv) activities incidental to the foregoingbusinesses or activities described in clauses (i)-(xiv) above.