Common use of Limits on Distributions Clause in Contracts

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate), shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which consent may not be unreasonably withheld. (i) If any Default or Event of Default other than those referred to in Subsection 11(i)(i) shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which consent may not be unreasonably withheld.

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate), shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, or other dividend (other than stock dividends), direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerPurchaser, if (i) Seller’s net income before taxes for the calendar quarter immediately preceding the current quarter is less than One Dollar ($1), in which case Purchaser’s consent may shall not be unreasonably withheld. , or (iii) If any Default or Event of Default other than those referred to described in Subsection 11(i)(i12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Purchaser or Purchaser’s Affiliate), shall have occurred and be continuing, in which case, Purchaser’s consent may be granted or withheld in Purchaser’s sole discretion. (ii) Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerPurchaser, if any Potential Servicing Termination Event or Servicing Termination Event other than those referred to in Section 10(a)(xvii)(A) shall have occurred and be continuing, in which case Purchaser’s consent may shall not be unreasonably withheld.

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i) (payment)[***], Section 11(v) (Financial Covenants)[***], Section 11(q) (Hedging Arrangements) [***], [***] or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate)[***], shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion. (iii) If any Default or Event of Default other than (including those referred to in Subsection 11(i)(i) [***] shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, Dividends on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion.

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i) (payment)[***] or [***], Section 11(v) (Financial Covenants)or both, Section 11(q) (Hedging Arrangements) in an aggregate amount of [***] or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate)more, shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion. (iii) If any Default or Event of Default other than those specifically referred to in Subsection 11(i)(i11(j)(i) shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, Dividends on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion.

Limits on Distributions. (iA) If any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate), shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, or other dividend (other than stock dividends), direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior LEGAL02/41334878v5 written consent of BuyerPurchaser, if (i) Seller’s net income before taxes for the calendar quarter immediately preceding the current quarter is less than [***] ($[***]), in which case Purchaser’s consent may shall not be unreasonably withheld. , or (iii) If any Default or Event of Default other than those referred to described in Subsection 11(i)(i12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $[***] or more to Purchaser or Purchaser’s Affiliate), shall have occurred and be continuing, in which case, Purchaser’s consent may be granted or withheld in Purchaser’s sole discretion. (B) Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerPurchaser, if any Potential Servicing Termination Event or Servicing Termination Event other than those referred to in Section 10(a)(xvii)(A) shall have occurred and be continuing, in which case Purchaser’s consent may shall not be unreasonably withheld.

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate)[***], shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion. (iii) If any Default or Event of Default other than those specifically referred to in Subsection 11(i)(i) [***] shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, Dividends on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be unreasonably withheldable to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Seller.

Limits on Distributions. (i) If any Default or Event of Default described in Subsection 12(a)(i(x) [***] or [***], or both, in an aggregate amount of [***] or more, or (payment), Section 11(vy) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate)[***], shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion. (iii) If any Default or Event of Default other than those specifically referred to in Subsection 11(i)(i) [***] shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, Dividends on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of BuyerAdministrative Agent, which consent Administrative Agent may not be unreasonably withheldgrant or withhold in its sole discretion.