Limitations on Parent. Notwithstanding any other provisions of this Agreement or any other Loan Document to the contrary, Parent agrees not to engage in any material business activities other than (i) owning any Capital Stock of (x) the Borrower and (y) its other Subsidiaries that are not Subsidiaries of the Borrower and, in each case, activities incidental or related thereto, (ii) granting Liens on all of the Capital Stock of the Borrower owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Documents and secured Indebtedness permitted pursuant to Section 8.03(u) and (v), (iii) in connection with any public offering of its common stock or any other issuance of its Capital Stock not otherwise prohibited by this Article VIII, (iv) incurring liabilities under the Loan Documents, the ABL Documents, 2029 Notes Indenture, the Master Lease, Indebtedness permitted under Section 8.03(t), (u) and (v), and the Subordinated Indebtedness Documents and performing its obligations thereunder (including with respect to any indemnity obligations), (v) paying taxes in the ordinary course of business, (vi) paying corporate, administrative and operating expenses in the ordinary course of business, (vii) making Restricted Payments permitted hereunder, (viii) taking actions required by applicable law or otherwise necessary or advisable to maintain its corporate existence and perform its obligations under its Capital Stock and Organization Documents, (ix) owning any deposit accounts in connection with any of the foregoing, (x) any activities incidental to any of the foregoing, (xi) guaranteeing the Indebtedness or obligations of its Subsidiaries pursuant to transactions otherwise permitted under this Agreement (other than with respect to Indebtedness for borrowed money); provided that the Parent shall use commercially reasonable efforts to have such guarantee provided by a Subsidiary in lieu of the Parent providing such guarantee, (xii) making an Equity Issuance and (xiii) the consummation an initial Public Equity Offering. Notwithstanding the foregoing or anything the contrary set forth in in any Loan Document, in the event that the Borrower merges with and into the Parent pursuant to the Permitted Merger, this Section 8.15 and any other similar provision in any Loan Document that restricts the actions of the Parent solely with respect to it being a holding company shall automatically have no force and effect immediat...
Limitations on Parent. The Parent shall not acquire, lease, manage, own or operate any Gathering System or Gathering Agreement, and will not acquire or own any Equity Interests other than Equity Interests of the Borrower and of any other Person engaged in those lines of businesses permitted to be engaged in by the Borrower under Section 6.08 of the Credit Agreement.
Limitations on Parent. Parent shall not, directly or indirectly, (a) other than with respect to its own Ownership Interests, enter into or permit to exist any transaction (including the incurrence or assumption of Indebtedness (other than this Agreement, the other Loan Documents, and Indebtedness permitted by Section 6.11), any purchase, sale, lease or exchange of any Property, or the rendering of any service) between itself and any other Person or (b) engage in any material business or conduct any material activity (including the making of any investment or payment other than payments permitted hereunder), in each case, other than:
(i) investments in the Borrower and Subsidiaries permitted hereunder,
(ii) the performance of ministerial activities and payment of taxes and administrative fees necessary for the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto,
(iii) transactions or activities relating to its employees, directors and officers,
(iv) activities relating to the performance of obligations under the Loan Documents,
(v) the receipt and payment of Restricted Payments permitted under Section 6.15,
(vi) any other transaction or activity that Parent is permitted to take under any Loan Document,
(vii) the performance of its obligations with respect to the Loan Documents,
(viii) financing activities, including the issuance of securities, the providing of guarantees, payment of dividends, and making contributions to the capital of the Borrower, in each instance to the extent expressly permitted hereby,
(ix) holding any cash or property (but not operating any property of any Loan Party or operating any business, except as otherwise permitted by this Section),
(x) providing indemnification to officers, managers and directors, and
(xi) activities and contractual rights and obligations incidental and reasonably related to the businesses or activities described in clauses (i) through (x) of this Section 6.25.
Limitations on Parent. Without limiting any restrictions on Parent otherwise set forth in this Article VII, Parent shall not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower or Finance Co, or (b) conduct or engage in any operations or business other than (i) those incidental to its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, (iv) any public offering of its common stock or any other issuance of its Equity Interests, (v) any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including one or more Parent Debt Offerings to the extent permitted by this Agreement, (vi) guaranteeing the obligations of its Subsidiaries to the extent permitted by this Agreement, (vii) performance under the Partnership Agreement, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Parent and the Borrower, (ix) holding any cash or property received in connection with Restricted Payments made by the Borrower and its Subsidiaries pursuant to this Agreement or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Parent or the making of Restricted Payments, (x) providing indemnification to officers and directors and (xi) any activities incidental to any of the foregoing.
Limitations on Parent. Parent shall not, directly or indirectly, (i) enter into or permit to exist any transaction or agreement (including any agreement for the incurrence or assumption of Indebtedness, other than the Parent Guaranty, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, provided that Parent may enter into transactions with Persons necessary to complete a follow-on public offering or offering made pursuant to a shelf registration, (ii) engage in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than Investments in Holdings and the Borrower and the performance of ministerial activities and payment of taxes and administrative fees necessary for the compliance with the next succeeding sentence or (iii) consolidate or merge with or into any other Person. Parent shall further preserve, renew and keep in full force and effect its corporate existence and any rights, privileges and franchises necessary or desirable in the conduct of its business, and shall comply in all material respects with all material applicable laws, ordinances, rules, regulations and requirements of Governmental Authorities. Parent shall have no direct Subsidiaries other than Holdings.
Limitations on Parent. Without limiting any restrictions on Parent otherwise set forth in this Article VII, Parent shall not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrowers or Finance Co (other than Liens created under the Security Documents), or (b) conduct or engage in any operations or business other than (i) those incidental to its (direct or indirect) ownership of the Equity Interests of the Borrowers and other Loan Parties, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, (iv) any public offering of its common stock or any other issuance of its Equity Interests, (v) any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including one or more Parent Debt Offerings to the extent permitted by this Agreement, (vi) guaranteeing the obligations of its Subsidiaries to the extent permitted by this Agreement, (vii) performance under the Partnership Agreement, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Parent and the Borrowers, (ix) holding any cash or property received in connection with Restricted Payments made by any Borrower or any Subsidiary of any Borrower pursuant to this Agreement or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Parent or the making of Restricted Payments, (x) providing indemnification to officers and directors and (xi) any activities incidental to any of the foregoing.
Limitations on Parent. Notwithstanding any other provisions of this Credit Agreement to the contrary, the Parent shall not (a) hold any assets other than (i) the capital stock of the Borrower and (ii) the capital stock of a special purpose Subsidiary that does not have, and will not incur, any liabilities other than (A) Indebtedness arising under the Credit Documents, (B) intercompany Indebtedness to the extent permitted by Section 7.5, (C) tax liabilities in the ordinary course of business and (D) corporate, administrative and operating expenses in the ordinary course of business, (b) have any liabilities other than (i) the liabilities under the Credit Documents, (ii) tax liabilities in the ordinary course of business, (iii) corporate, administrative and operating expenses in the ordinary course of business and (iv) intercompany Indebtedness to the extent permitted by Section 7.5, or (C) engage in any business other than (i) owning the capital stock of the Borrower and activities incidental or related thereto and (ii) acting as a Guarantor hereunder and pledging its assets to the Agent, for the benefit of the Banks, pursuant to the Credit Documents.
Limitations on Parent. For so long as this Agreement is in effect, and so long as the Parent is not a Guarantor, (i) the Parent shall directly own at least 95% of the Capital Stock of the Borrower, (ii) the Parent’s assets shall consist solely of Capital Stock of the Borrower or any Wholly Owned Subsidiaries whose assets consist solely of direct or indirect Capital Stock in the Borrower (provided, that the Parent may (A) have cash in an amount not to exceed $5,000,000, (B) have other assets of nominal value incidental to its ownership of such Capital Stock, (C) maintain assets on a temporary or pass-through basis that are held for subsequent payment of dividends or for contribution to any Subsidiary, (D) have contract rights related to the Parent’s status as a public company and (E) own the Capital Stock of HR prior to the HR Contribution) and (iii) neither the Parent nor any Wholly Owned Subsidiaries whose assets consist solely of direct or indirect Capital Stock in the Borrower (each a “Parent Entity”) shall have any liabilities other than liabilities that would be reflected in consolidated financial statements of the Borrower (provided, that any Parent Entity may have (1) other liabilities incidental to its status as a publicly traded REIT and not constituting liabilities in respect of Indebtedness for borrowed money, including liabilities associated with employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements and banker engagement letters in connection with transactions permitted under this Agreement and (2) liabilities solely relating to the issuance of Capital Stock of the Parent Entity arising pursuant to any merger, purchase, acquisition or other similar agreements in connection with transactions permitted under Section 6.08, in each case other than liabilities constituting Indebtedness. If at any time the requirements set forth in this Section 6.21 are not satisfied, the Parent shall be required become a Guarantor by executing and delivering a Guaranty to the Administrative Agent.
Limitations on Parent. Notwithstanding any other provisions of this Agreement or any other Loan Document to the contrary, permit the Parent to:
(a) hold any assets other than the Capital Stock of its Subsidiaries and cash and Cash Equivalents for the sole purpose of paying liabilities referred to in clause (b) below;
(b) have any liabilities other than (A) the liabilities under the Loan Documents, (B) liabilities under the Senior Subordinated Note Documents, the Additional Subordinated Indebtedness documents and the Subordinated Indebtedness Documents, (C) tax liabilities in the ordinary course of business, (D) loans and advances permitted under Section 8.02, (E) corporate, administrative and operating expenses in the ordinary course of business and (F) Sponsor Fees and reasonable out-of-pocket expenses of the Sponsors pursuant to management or service arrangements with a Sponsor or its Affiliates; or
(c) engage in any business other than (i) owning the Capital Stock of its Subsidiaries and activities incidental or related thereto, (ii) acting as a Guarantor hereunder and granting Liens in all of its Property to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents (iii) acting as a guarantor in respect of the Senior Subordinated Notes, the Additional Subordinated Indebtedness and Subordinated Indebtedness.
Limitations on Parent. The Parent shall not:
(a) hold any assets other than (i) the Equity Interests of the Borrower (and/or intercompany advances to the Borrower), (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any applicable Laws, (iii) minute books and other corporate books and records of the Parent and (iv) other miscellaneous non-material assets;
(b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) tax liabilities arising in the ordinary course of business and (iii) corporate, administrative and operating expenses in the ordinary course of business; or
(c) engage in any activities or business other than (i) holding the assets and incurring the liabilities described in this Section 7.17 and activities incidental and related thereto or (ii) making payments, dividends, distributions, issuances or other activities permitted pursuant to Sections 7.06(e).
