Common use of Limitations on Parent Clause in Contracts

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 immediately after giving effect to such merger.

Limitations on Parent. Notwithstanding Without limiting any other provisions 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 this Agreement the Borrowers, Finance Co or any first tier Subsidiary of Parent through which Parent indirectly holds the Equity Interests of the general partner of JP Energy and/or JP Energy (other Loan Document to than Liens created under the contrarySecurity Documents), Parent agrees not to or (b) conduct or engage in any material operations or business activities other than (i) owning any Capital Stock those incidental to its (direct or indirect) ownership of the Equity Interests of (xA) the Borrower Borrowers and other Loan Parties and (yB) its other Subsidiaries that are not Subsidiaries prior to the consummation of the Borrower andJPE Drop Down, in each case, activities incidental or related theretothe JPE Group, (ii) granting Liens on all the maintenance 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)its legal existence, (iii) in connection with the performance of the Loan Documents, (iv) 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)Equity Interests, (v) paying taxes any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including the JPE Drop Down and one or more Parent Debt Offerings, in each case, to the ordinary course of businessextent permitted by this Agreement, (vi) paying corporateguaranteeing the obligations of Finance Co, administrative the Borrowers and operating expenses in the ordinary course Subsidiaries of businessAMID Borrower to the extent permitted by this Agreement, (vii) making Restricted Payments permitted hereunderperformance under the Partnership Agreement, (viii) taking actions required by applicable law participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or otherwise necessary similar group that includes Parent, the Borrowers or advisable to maintain its corporate existence and perform its obligations under its Capital Stock and Organization Documentsthe JPE Group, (ix) owning holding any deposit accounts cash or property received in connection with Restricted Payments made by (A) any Borrower or any Subsidiary of any Borrower pursuant to this Agreement or (B) prior to the consummation of the foregoingJPE Drop Down, the JPE Group 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, (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 immediately after giving effect to such merger.

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 the Capital Stock of (x) the Borrower Borrowers and (y) its other Subsidiaries that are not Subsidiaries of the Borrower Borrowers and, in each case, activities incidental or related thereto, (ii) granting Liens on all of the Capital Stock of the Borrower Borrowers owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Term Loan 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 Term Loan Documents, 2029 Notes the 2026 Note 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, 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 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 Company 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 immediately after giving effect to such merger.

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 the Capital Stock of (x) the Borrower Borrowers and (y) its other Subsidiaries that are not Subsidiaries of the Borrower Borrowers and, in each case, activities incidental or related thereto, (ii) granting Liens on all of the Capital Stock of the Borrower Borrowers owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Term Loan 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 Term Loan Documents, the 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 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 Company 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 immediately after giving effect to such merger.

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 the Capital Stock of (x) the Borrower Borrowers and (y) its other Subsidiaries that are not Subsidiaries of the Borrower Borrowers and, in each case, activities incidental or related thereto, (ii) granting Liens on all of the Capital Stock of the Borrower Borrowers owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Term Loan 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 Term Loan Documents, 2029 Notes the 2026 Note 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, 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 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 Company 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 immediately after giving effect to such merger.

Limitations on Parent. Notwithstanding Permit Parent to: (a) hold any other provisions of this Agreement or any other Loan Document to the contrary, Parent agrees not to engage in any material business activities assets other than (i) owning any Capital Stock of (x) the Borrower and (y) its other Subsidiaries that are not Subsidiaries Equity Interests of the Administrative Borrower and, in each case, activities incidental or related thereto(and/or intercompany advances to the Administrative Borrower), (ii) granting Liens on all assets, properties or rights that are not capable of the Capital Stock of being sold, assigned, transferred or conveyed to the Borrower owned by Parent to without the Administrative Agentconsent of any other Person, for the benefit or if such assignment or attempted assignment would constitute a breach thereof, or a violation 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)any Applicable Law, (iii) in connection with any public offering agreements relating to the issuance, sale, purchase, repurchase or registration of its common stock or any other issuance securities of its Capital Stock not otherwise prohibited by this Article VIIIParent, (iv) incurring minute books and other corporate books and records of Parent and (v) other miscellaneous non-material assets; (b) incur any Indebtedness or have any other material liabilities other than (i) the Indebtedness under the Loan Documents and the Term Loan Documents, the ABL Documents, 2029 Notes Indenture, the Master Lease, Indebtedness permitted under Section 8.03(t), (uii) and (v), and the Subordinated Indebtedness Documents and performing its obligations thereunder (including with respect to any indemnity obligations), (v) paying taxes Tax liabilities arising in the ordinary course of business, (viiii) paying Guarantees of Indebtedness or other obligations of any Borrower and/or any Restricted Subsidiary that are otherwise permitted under Section 6.1, (iv) corporate, administrative and operating expenses in the ordinary course of business and (v) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above; or (c) engage in any activities or business, other than (i) performing its obligations under the Loan Documents and other Indebtedness and Guarantees permitted by clause (b) of this Section 6.13, (ii) issuing shares of its own Equity Interests (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Equity Interests), (iii) holding the assets and incurring the liabilities described in this Section 6.13 and activities incidental and related thereto, (iv) filing Tax returns and reports, paying Taxes, contesting any Taxes in good faith and engaging in other actions or customary obligations in the ordinary course of business with respect to Taxes; (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with Applicable Law; (vii) making Restricted Payments permitted hereunder, any filings required to be made with the SEC or otherwise required for public companies and otherwise complying with Applicable Law (including with respect to the maintenance of its existence); (viii) taking actions required holding (A) cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted dispositions made by, any of its Restricted Subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Interests of, Parent pending the application thereof and (B) the proceeds of Indebtedness permitted by applicable law or otherwise necessary or advisable to maintain its corporate existence and perform its obligations under its Capital Stock and Organization Documents, Section 6.1; (ix) owning any deposit accounts in connection with any of the foregoing, opening and maintaining bank accounts; (x) any providing indemnification for its officers, directors, members of management, employees and advisors or consultants in the ordinary course of business; (xi) participating in tax, accounting and other administrative matters in the ordinary course of business; (xii) making and holding Investments of the type permitted under clause (i) of the definition of “Permitted Investments”; and (xiii) activities incidental and related 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 immediately after giving effect to such merger.6.14

Limitations on Parent. Notwithstanding any other provisions of For so long as this Agreement or any other Loan Document to is in effect, and so long as the contraryParent is not a Guarantor, 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 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 owned 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, (E) own the Capital Stock of Merger Sub prior to the consummation of the Merger and (F) 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 Parent executing and delivering a Guaranty 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 immediately after giving effect to such merger.

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 2026 Note 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 immediately after giving effect to such merger.

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 the Capital Stock of (x) the Borrower Borrowers and (y) its other Subsidiaries that are not Subsidiaries of the Borrower Borrowers and, in each case, activities incidental or related thereto, (ii) granting Liens on all of the Capital Stock of the Borrower Borrowers owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Term Loan 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 Term Loan Documents, the 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 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 Company 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 immediately after giving effect to such merger.