Common use of Limitations on Restrictive Agreements Clause in Contracts

Limitations on Restrictive Agreements. The Company and any Guarantor will not, nor permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Documents) on the ability of any Subsidiary to: (A) pay or make Restricted Payments to the Company, any Guarantor or any Subsidiary; (B) pay any Indebtedness owed to the Company, any Guarantor or any Subsidiary; (C) make loans or advances to the Company, any Guarantor or any other Subsidiary; (D) transfer any of its property or assets to the Company, any Guarantor or any Subsidiary or (E) limit the ability of any Person required to Guarantee the Agreement Obligations to so Guarantee; provided that the foregoing clause (ii) shall not apply to (1) restrictions or conditions imposed by law, by this Agreement or any other Agreement Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in connection with an asset sale permitted by Section 4.15 pending consummation of such asset sale solely to the extent it relates only to property being sold in such permitted asset sale. Section 4.29

Appears in 2 contracts

Samples: Note Issuance Agreement (Appgate, Inc.), Supplemental Agreement (Appgate, Inc.)

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Limitations on Restrictive Agreements. The Company and any Guarantor Each Loan Party will not, nor will any Loan Party permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Loan Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Loan Documents) on the ability of any Subsidiary to: (A) pay or make Restricted Payments to the Company, any Guarantor Loan Party or any Subsidiary; (B) pay any Indebtedness owed to the Company, any Guarantor Loan Party or any Subsidiary; (C) make loans or advances to the Company, any Guarantor Loan Party or any other Subsidiary; (D) transfer any of its property or assets to the Company, any Guarantor Loan Party or any Subsidiary or (E) limit the ability of any Person required to Guarantee the Agreement Obligations to so Guarantee; provided that the foregoing clause (ii) shall not apply to (1) restrictions or conditions imposed by law, by this Agreement or any other Agreement Loan Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in connection with an asset sale permitted by Section 4.15 7.09 pending consummation of such asset sale solely to the extent it relates only to property being sold in such permitted asset sale. Section 4.29sold

Appears in 1 contract

Samples: Possession Credit Agreement (Appgate, Inc.)

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Limitations on Restrictive Agreements. The Company and any Guarantor will not, nor permit any Restricted Subsidiary to, not directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Indenture Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral except for Permitted Liens upon its properties or assets, whether now owned or hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Indenture Documents) on the ability of any Subsidiary to: (A) pay or make Restricted Payments to the Company, any Guarantor or any Subsidiary; (B) pay any Indebtedness owed to the Company, any Guarantor or any Subsidiary; (C) make loans or advances to the Company, any Guarantor Guarantor; or any other Subsidiary; (D) transfer any of its property or assets to the Company, any Guarantor or any Subsidiary or (E) limit the ability of any Person required to Guarantee the Agreement Obligations to so GuaranteeSubsidiary; provided that the foregoing clause (ii) shall not apply to (1) restrictions or conditions imposed by law, by this Agreement Indenture or any other Agreement Indenture Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Indenture if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in connection with an asset sale permitted by Section 4.15 4.16 pending consummation of such asset sale solely to the extent it relates only to property being sold in such permitted asset sale. Section 4.29.

Appears in 1 contract

Samples: Indenture (Northern Star Acquisition Corp.)

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