Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) Investments existing on the Restatement Date (other than Investments in Subsidiaries existing on the Restatement Date) and described on Schedule 10.3, (iii) equity Investments made after the Restatement Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.2; (d) Hedge Agreements permitted pursuant to Section 10.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of Permitted Acquisitions; (g) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (h) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h); (i) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $25,000,000; (j) Guaranty Obligations (x) permitted pursuant to Section 10.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (k) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000; and (l) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP.
Appears in 2 contracts
Samples: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.311.3, (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, Guarantors and (iv) equity Investments made after existing on the Restatement First Amendment Effective Date by in Domestic Subsidiaries existing on the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorFirst Amendment Effective Date;
(b) Investments in cash and Cash Equivalents;
(c) Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures in an aggregate amount not to exceed $100,000,000 during any Fiscal Year;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fi) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or part of a Credit Party, (ii) Investments by any Credit Party in any Non-Guarantor Subsidiary and (iii) Investments in joint ventures; provided that the form aggregate amount of Investments under clauses (i), (ii) and (iii) in this clause (g) shall not exceed $100,000,000, determined based on (x) the amount of the Permitted AcquisitionsAcquisition Consideration at the time such acquisition is consummated under clause (i) and (y) the outstanding amount at any time of Investments permitted under clauses (ii) and (iii);
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time outstanding $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(f);
(i) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $25,000,000;
(j) Investments by a Foreign Subsidiary in another Foreign Subsidiary;
(k) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 10.1 11.1;
(l) Investments by any Credit Party in any other Credit Party;
(m) the contribution or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness other transfer of the Capital Stock of any Person, which Foreign Subsidiary that is undertaken or made not a Material First-Tier Foreign Subsidiary to a Material First-Tier Foreign Subsidiary;
(n) Investments consisting of extensions of credit arising from the grant of trade credit in the ordinary course of business;
(ko) Investments the deposit of funds or evidences of Indebtedness in joint venturestrust for the purpose of defeasing or discharging Indebtedness issued pursuant to an indenture, but only if such defeasing or discharging of Indebtedness is not prohibited under this Agreement; provided, provided that the such Investment covers proceeds in an aggregate amount necessary solely to defease or discharge the principal, interest, premium, if any, and, if required by the terms of the relevant indenture, fees, costs and expenses due in connection with the defeasance of such Indebtedness;
(p) additional Investments (including Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a Subsidiary Guarantor or part of a Credit Party) other than Investments of the type permitted under clause (g) of this Section, which in the aggregate, do not exceed $100,000,000, determined based on (x) with respect to Permitted Acquisitions, the amount of the Permitted Acquisition Consideration at the time such acquisition is consummated and (y) with respect to all other Investments permitted under this clause (p), the outstanding amount of such Investments shall not at any time exceed the greater of time; provided that (i) 5% the Borrower is in compliance on a pro forma basis with a Consolidated Total Leverage Ratio of Consolidated Net Tangible Assets no greater than 2.00 to 1.00 as of the end of the most recently ended Fiscal Quarter for which financial statements have been provided pursuant to Section 8.1(a) or (b), as applicable, and after giving pro forma effect to such Investment and any Indebtedness incurred in connection therewith and (ii) $75,000,000no Default or Event of Default has occurred and is continuing or will result from such Investment; and
(lq) other additional Investments not the purchase of any Permitted Bond Hedge Transaction by the Borrower and the performance of its obligations thereunder. Unless otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 in the aggregate. For specified, for purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).
Appears in 1 contract
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.3, 11.3 and (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor;
(b) Investments in cash and Cash Equivalents;
(c) Investments by the Borrower or any of its Subsidiaries in the form of Capital Expenditures permitted pursuant to this Agreement;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fg) Investments by the Borrower or any Subsidiary thereof in the form of (i) Permitted AcquisitionsAcquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner contemplated by Section 8.11 and (ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate amount not to exceed at any time (A) $25,000,000 less (B) the amount of Investments made pursuant to Section 10.3(j) during such Fiscal Year;
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(h);
(j) (i) Investments by a Foreign Subsidiary in another Foreign Subsidiary, and (ii) Investments by the Borrower or a Domestic Subsidiary in any Non-Guarantor Foreign Subsidiary in an aggregate amount not to exceed at any time (i) $25,000,00050,000,000 less (ii) the amount of Investments made in the form of Permitted Acquisitions pursuant to Section 11.3(g)(ii) during such Fiscal Year;
(jk) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 10.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business11.1;
(kl) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000;
(m) Investments by the Borrower or a Subsidiary Guarantor in the Borrower or a Subsidiary Guarantor; and
(ln) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 10,000,000 in the aggregateaggregate in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).
Appears in 1 contract
Samples: Credit Agreement (Fossil Inc)
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a any substantial portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existmake, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by contribution or delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.311.3, (iii) equity Investments made after the Restatement Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, Guarantors and (viv) Investments by in Subsidiaries formed or acquired after the Closing Date pursuant to a transaction permitted under this Agreement so long as Holdings and its Subsidiaries comply with the applicable provisions of Section 9.11 and such newly formed or acquired Subsidiary Guarantor in the Borrower, the General Partner or any other becomes a Subsidiary Guarantor;
(b) Investments in cash and Cash Equivalents;
(c) Reserved;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fg) Investments by the Borrower or any Subsidiary Guarantor in the form of (i) Permitted AcquisitionsAcquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner contemplated by Section 9.11 and (ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate outstanding amount not to exceed at any time (A) $15,000,000 less (B) the outstanding amount of Investments made pursuant to Section 11.3(j);
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,0003,000,000 and any payroll, (y) arising out of extensions of trade credit or travel and similar advances to third parties employees to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorbusiness;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(g);
(ij) Investments by the Borrower or any Subsidiary Guarantor made after the Closing Date in any Non-Guarantor Subsidiary in an aggregate outstanding amount not to exceed at any time (i) $25,000,00015,000,000 less (ii) the outstanding amount of Investments made pursuant to Section 11.3(g)(ii);
(jk) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 10.1 11.1;
(l) Investments in joint ventures (other than Investments in the Unrestricted Subsidiary made after its designation pursuant to Section 9.19) not constituting Subsidiaries and in JV Subsidiaries (including, without limitation, Investments in GLS on and after the GLS Limited Guarantor Designation not otherwise permitted pursuant to Section 11.3(r)), in each case, made after the Closing Date in an aggregate outstanding amount not to exceed the lesser of (i) $100,000,000 and (ii) the amount of such Investments in joint ventures permitted to be made pursuant to the terms of the Senior Subordinated Notes Indenture;
(m) Investments (i) received in satisfaction or partial satisfaction of delinquent accounts and disputes with customers or suppliers of such Person in the ordinary course of business, (yii) acquired as a result of foreclosure of a Lien securing an Investment or the transfer of the assets subject to such Lien in lieu of foreclosure and (iii) consisting of deposits, prepayments and other credits to suppliers, utilities or customers made in the ordinary course of business of Holdings and its Subsidiaries;
(n) Investments constituting an obligationnon-cash consideration received by Holdings or any of its Subsidiaries in connection with Asset Dispositions permitted under Section 11.5;
(o) Investments by a Non-Guarantor Subsidiary in another Non-Guarantor Subsidiary (including, warranty without limitation, Investments in the form of Permitted Acquisitions);
(p) Investments consisting of loans by the Borrower to Holdings for purposes otherwise permitted under Section 10.6 to be distributed to Holdings;
(q) Investments resulting from reimbursements to, or indemnityindemnification of, not guaranteeing Indebtedness the issuer of any Personperformance bonds, which is undertaken surety bonds, release, appeal or made similar bonds and other guarantees of a like nature for the benefit of Non-Guarantor Subsidiaries in respect of such Subsidiaries’ performance of bids, trade contracts, insurance contracts or leases (other than Capital Leases) in the ordinary course of business;
(kr) Investments in joint venturesthe form of loans from the Borrower to GLS under the GLS Loan Documents; provided, that no such loans shall be permitted to remain outstanding pursuant to this Section 11.3(r) on and after the aggregate amount designation of all such Investments shall not at any time exceed GLS as the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000Unrestricted Subsidiary; and
(ls) other additional Investments not otherwise permitted pursuant to this Section in an aggregate amount not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) to exceed $75,000,000 in the aggregate10,000,000 at any time. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, liquidation, collection or return of capital (not to exceed the original amount invested).
Appears in 1 contract
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.311.3, (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, Guarantors and (iv) equity Investments made after existing on the Restatement First Amendment Effective Date by in Domestic Subsidiaries existing on the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorFirst Amendment Effective Date;
(b) Investments in cash and Cash Equivalents;
(c) Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures in an aggregate amount not to exceed $125,000,000 during any Fiscal Year;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fi) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or part of a Credit Party, (ii) Investments by any Credit Party in any Non-Guarantor Subsidiary and (iii) Investments in joint ventures; provided that the form aggregate amount of Investments under clauses (i), (ii) and (iii) in this clause (g) shall not exceed $100,000,000, determined based on (x) the amount of the Permitted AcquisitionsAcquisition Consideration at the time such acquisition is consummated under clause (i) and (y) the outstanding amount at any time of Investments permitted under clauses (ii) and (iii);
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time outstanding $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(f);
(i) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $25,000,000;
(j) Investments by a Foreign Subsidiary in another Foreign Subsidiary;
(k) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 10.1 11.1;
(l) Investments by any Credit Party in any other Credit Party;
(m) the contribution or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness other transfer of the Capital Stock of any Person, which Foreign Subsidiary that is undertaken or made not a Material First-Tier Foreign Subsidiary to a Material First-Tier Foreign Subsidiary;
(n) Investments consisting of extensions of credit arising from the grant of trade credit in the ordinary course of business;
(ko) Investments the deposit of funds or evidences of Indebtedness in joint venturestrust for the purpose of defeasing or discharging Indebtedness issued pursuant to an indenture, but only if such defeasing or discharging of Indebtedness is not prohibited under this Agreement; provided, provided that the such Investment covers proceeds in an aggregate amount necessary solely to defease or discharge the principal, interest, premium, if any, and, if required by the terms of all the relevant indenture, fees, costs and expenses due in connection with the defeasance of such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000Indebtedness; and
(lp) additional Investments (including Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a Subsidiary Guarantor or part of a Credit Party) other additional than Investments of the type permitted under clause (g) of this Section, which in the aggregate, do not otherwise exceed $200,000,000, determined based on (x) with respect to Permitted Acquisitions, the amount of the Permitted Acquisition Consideration at the time such acquisition is consummated and (y) with respect to all other Investments permitted pursuant to under this Section not exceeding clause (p), the greater outstanding amount of such Investments at any time; provided that (i) 5% the Borrower is in compliance on a pro forma basis with a Consolidated Total Leverage Ratio of Consolidated Net Tangible Assets no greater than 2.50 to 1.00 as of the end of the most recently ended Fiscal Quarter for which financial statements have been provided pursuant to Section 8.1(a) or (b), as applicable, and after giving pro forma effect to such Investment and any Indebtedness incurred in connection therewith and (ii) $75,000,000 in the aggregateno Default or Event of Default has occurred and is continuing or will result from such Investment. For Unless otherwise specified, for purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).
Appears in 1 contract
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.311.3, (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor;
(b) Investments in cash and Cash Equivalents;
(c) [Intentionally Omitted];
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fg) Investments in the form of Permitted Acquisitions;
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ ' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(h);; LEGAL02/32557961v11
(ij) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $25,000,00015,000,000;
(jk) Guaranty Obligations (x) permitted pursuant to Section 10.1 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business;
(kl) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,00020,000,000; and
(lm) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP.
Appears in 1 contract
Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.3, 11.3 and (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor;
(b) Investments in cash and Cash Equivalents;
(c) deposits made Investments by the Borrower or any of its Subsidiaries in the ordinary course form of business Capital Expenditures permitted pursuant to secure the performance of leases or other obligations as permitted by Section 10.2this Agreement;
(d) Hedge Agreements permitted pursuant to Section 10.1;
(e) purchases of assets in the ordinary course of business;
(fe) Investments by the Borrower or any Subsidiary thereof in the form of:
(i) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner contemplated by Section 9.11; and
(ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate amount during the term of this Agreement not to exceed (A) $40,000,000 (excluding any portion thereof paid with the Net Cash Proceeds from any Equity Issuance by the Borrower other than any Equity Issuance related to any Disqualified Capital Stock) less (B) the amount of Guaranty Obligations incurred pursuant to Section 11.1(i) on the applicable date of determination less (C) the amount of Investments made in the form of Permitted AcquisitionsIndebtedness pursuant to Section 11.3(f)(iv) during the term of this Agreement on the applicable date of determination less (D) the amount of Investments made pursuant to Section 11.3(g) during the term of this Agreement on the applicable date of determination;
(g) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hf) Investments in the form of Indebtedness permitted pursuant to (i) Section 10.1(h11.1(b)(i), (ii) Section 11.1(b)(ii), (iii) Section 11.1(b)(iii)(A), (iv) Section 11.1(b)(iii)(B) and (v) Section 11.1(b)(iv);
(ig) Investments in any Non-Subsidiary that is not a Subsidiary Guarantor Subsidiary in an aggregate amount during the term of this Agreement not to exceed at any time (i) $25,000,000;
40,000,000 less (jii) the amount of Guaranty Obligations (x) permitted incurred pursuant to Section 10.1 or 11.1(i) on the applicable date of determination less (yiii) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness the amount of any Person, which is undertaken or Investments made in the ordinary course form of business;
Permitted Acquisitions pursuant to Section 11.3(e)(ii) during the term of this Agreement on the applicable date of determination less (kiv) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed made in the greater form of (iIndebtedness pursuant to Section 11.3(f)(iv) 5% during the term of Consolidated Net Tangible Assets or (ii) $75,000,000this Agreement on the applicable date of determination; and
(lh) other additional Investments Investments, in addition to those permitted above, not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) exceed $75,000,000 10,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.311.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).
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Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:
(a) (i) equity Investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) Investments existing on the Restatement Closing Date (other than Investments in Subsidiaries existing on the Restatement Closing Date) and described on Schedule 10.3, 11.3 and (iii) equity Investments made after the Restatement Closing Date in Subsidiary Guarantors, (iv) Investments made after the Restatement Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor;
(b) Investments in cash and Cash Equivalents;
(c) Investments by the Borrower or any of its Subsidiaries in the form of Capital Expenditures permitted pursuant to this Agreement;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.211.2;
(de) Hedge Agreements permitted pursuant to Section 10.111.1;
(ef) purchases of assets in the ordinary course of business;
(fg) Investments by the Borrower or any Subsidiary thereof in the form of (i) Permitted AcquisitionsAcquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of the Borrower or a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner contemplated by Section 9.11 and (ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate amount not to exceed at any time outstanding $100,000,000;
(gh) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time outstanding $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(hi) Investments in the form of Indebtedness permitted pursuant to Section 10.1(h11.1(h);
(j) (i) Investments by a Foreign Subsidiary in another Foreign Subsidiary, and (ii) Investments by the Borrower or a Domestic Subsidiary in any Non-Guarantor Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding $25,000,000100,000,000;
(jk) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 10.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business11.1;
(kl) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time outstanding exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000; and
(l) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $75,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 10.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP.;
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Samples: Credit Agreement (Fossil Inc)
