Loans, Advances and Investments. Neither the Seller nor any Restricted Subsidiary shall make any loan (other than Mortgage Loans), advance, or capital contribution to, or investment in (including any investment in any Restricted Subsidiary, joint venture or partnership), or purchase or otherwise acquire any of the capital stock, securities, ownership interests, or evidences of indebtedness of, any Person (collectively, “Investment”), or otherwise acquire any interest in, or control of, another Person, except for the following:
(a) Cash Equivalents;
(b) Any acquisition of securities or evidences of indebtedness of others when acquired by the Seller in settlement of accounts receivable or other debts arising in the ordinary course of its business, so long as the aggregate amount of any such securities or evidences of indebtedness is not material to the business or condition (financial or otherwise) of the Seller;
(c) Mortgage Notes acquired in the ordinary course of the Seller’s business;
(d) Investment in any existing Affiliate or any Subsidiary (including Investments by the Seller in CH Funding, LLC, a Delaware limited liability company) or JV; provided that (i) at the time any such investment is made and immediately thereafter, the Seller and the Restricted Subsidiaries are in compliance with all covenants set forth in the Repurchase Documents and no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate outstanding amount of all such Investments shall not exceed $10,000,000 at any time;
(e) Loans to officers or employees in an aggregate amount not to exceed $300,000; and
(f) Investments in companies in the business of originating and servicing mortgage loans so long as such Investment is a direct equity investment and so long as such Investment does not cause a breach of any other covenant (affirmative or negative) hereunder.
Loans, Advances and Investments. No Restricted Company shall make or suffer to exist any loan, advance, extension of credit or capital contribution to, make any investment in, purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, or permit to exist Permitted Recourse Obligations constituting Debt, other than:
(a) expense accounts for and other loans or advances to its directors, officers, and employees in the ordinary course of business in accordance with applicable Law;
(b) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition;
(c) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the U.S. or any of its states having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition);
(d) commercial paper and similar obligations rated “P-1” by Xxxxx’x or “A-1” by S&P;
(e) readily marketable Tax-free municipal bonds of a domestic issuer rated “A-2” or better by Xxxxx’x or “A” or better by S&P, and maturing within one year from the date of issuance;
(f) mutual funds or money market accounts investing primarily in items described in clauses (b) through (e) above;
(g) demand deposit accounts maintained in the ordinary course of business;
(h) current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable in accordance with customary trade terms;
(i) Financial Xxxxxx existing on the date hereof which have previously been approved by Administrative Agent and other Financial Xxxxxx entered into after the date hereof under terms reasonably acceptable to Administrative Agent;
(j) loans, advances, and investments of the Restricted Companies existing on the Closing Date (i) in the Existing Housing Districts, Existing Metro Districts, and Keystone/IntraWest LLC, which investments are identified on part (a) of Schedule 10.8, and (ii) in Persons other than Restricted Companies, Existing Housing Districts, Existing Metro Districts, and Keystone IntraWest LLC, which loans and investments are identified on part (b) of Schedule 10.8;
(k) ad...
Loans, Advances and Investments. Make or permit to remain outstanding, or permit any of its Subsidiaries to make or permit to remain outstanding, any loan or advance to, or own, purchase or acquire any stock, assets, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, except for:
(a) Permitted Investments;
(b) loans, advances and investments existing on the date hereof, as described on Schedule 7.3;
(c) loans and advances (i) between Borrower and its domestic Wholly-Owned Subsidiaries (except Non-Guarantor Subsidiaries) or (ii) between domestic Wholly-Owned Subsidiaries (except Non-Guarantor Subsidiaries);
(d) loans and advances from Borrower to Wholly-Owned Subsidiaries that are Non-Guarantor Subsidiaries or to foreign Wholly-Owned Subsidiaries, the proceeds of which are used by such Subsidiaries solely for working capital and to purchase fixed assets and not to acquire any stock, obligations or securities of, or any other investment in, or make any capital contribution or loan advance to, any Person;
(e) stock of Subsidiaries;
(f) loans and advances to, and investments in, joint ventures, partnerships, and other Persons engaged in the Line of Business, provided that Borrower, a Subsidiary or an Affiliate of Borrower is currently providing, or is contractually obligated to provide, material services to such joint venture, partnership or other Person;
(g) deferred compensation deposits and similar deposits made in the ordinary course of business;
(h) travel advances and related employee expense advances made in the ordinary course of business;
(i) Permitted Acquisitions;
(j) Hedge Agreements permitted under Section 7.15;
(k) loans, advances or extensions of credit to the ESOP Trust for the purchase of shares of stock of Borrower so long as Borrower’s Consolidated Equity is at least $650,000,000 after giving effect to any such loan, advance or extension of credit;
(l) any investment made in connection with any transaction permitted pursuant to Section 7.5; and
(m) other investments that do not exceed $75,000,000 in the aggregate outstanding at any time. Notwithstanding the foregoing, neither Borrower nor any of its Subsidiaries shall make any investment pursuant to clause (f) above if such investment would result in an Acquisition that is not a Permitted Acquisition.
Loans, Advances and Investments. Except as permitted by Section 7.4(b), no Company will make any loan, advance, extension of credit, or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person, other than (a) Acquisitions, (b) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time; (c) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition; (d) time deposits, banker's acceptances or certificates of deposit issued by any of the Lenders; (e) certificates of deposit, time deposits and banker's acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000 (as shown on such Person’s most recently published statement of condition), and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless Borrower has a written commitment to borrow funds from such commercial bank; (f) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (g) investments having one of the two highest ratings from Xxxxx’x or S&P; (h) extensions of credit in connection with trade receivables and overpayments of trade payables, in each case resulting from transactions in the ordinary course of business; (i) loans from any Company to any other Company, investments by any Company in any other Company, capital contributions by any Company to any other Company, and Guaranties by any Company of the Debt of any other Company; (j) investments in the cash surrender value of life insurance policies issued by Persons with a financial rating from A.M. Best Company (as reported in Best’s Insurance Reports) of at least “A+”; provided, however, that if such Person’s financial rating is downgraded to less than “A+”, then within 90 days following such downgrading, either (i) such cash value life insurance policies will be transferred to another insurance company with a financial rating of at least “A+”, (ii) such cash value insurance policies will be collapsed a...
Loans, Advances and Investments. Except as permitted by Section 6.4(b), no Company will make any loan, advance, extension of credit, or capital contribution to, make any investment in, or purchase or commit to purchase any stock or other securities or evidences of Debt of, or interests in, any other Person (all of the foregoing, “Investments”), other than:
(a) Investments as of the Closing Date;
(b) Acquisitions;
(c) expense accounts for and other loans and advances to directors, officers, and employees of such Company in the ordinary course of business not to exceed $1,000,000 in the aggregate outstanding at any time;
(i) investments in (or secured by) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition: (ii) commercial paper rated A-2 or better by Xxxxx’x or P-2 or better by S&P; (iii) certificates of deposit, time deposits and banker’s acceptances which are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, and which certificates of deposit have one of the two highest ratings from Xxxxx’x or S&P, unless the Borrower has a written commitment to borrow funds from such commercial bank; (iv) repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; (v) in case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, sovereign nation in which such Person is organized and is conducting business or issued by any agency of such sovereign nation and backed by full faith and credit of such sovereign nation, in each case maturing within one year from date of acquisition, so long as indebtedness of such sovereign nation is rated at least A by S&P, A2 by Xxxxx’x or A mid by Dominion Bond Rating Service Limited or carries an equivalent rating from a comparable foreign rating agency or (B) investments of type and maturity described in (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;
(e) time deposits, banker’s acceptances or certificates of deposit i...
Loans, Advances and Investments. The Company will not and will not permit any Subsidiary to make or permit to remain outstanding any loan or advance to, or extend credit other than credit extended in the normal course of business to any Person who is not an Affiliate of the Company to, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, or commit to do any of the foregoing, (all of the foregoing collectively being "INVESTMENTS"), except
(i) investments in, and loans or advances to, any Subsidiary that is a Subsidiary Guarantor; provided that Investments in Xxxxx Energy must be by the Company and must be in the form of Indebtedness;
(ii) stock, membership interests, obligations or other securities of, or capital contributions to, a corporation or other entity which immediately after the purchase or acquisition of such stock, membership interests, obligations or other securities will be a Subsidiary, provided that contemporaneously with such purchase or acquisition, such Person has become a Subsidiary Guarantor;
(iii) obligations backed by the full faith and credit of the United States Government (whether issued by the United States Government or an agency thereof), and obligations guaranteed by the United States Government, in each case which mature within one year from the date acquired;
(iv) demand and time deposits with, or certificates of deposit issued by, any commercial bank or trust company (A) organized under the laws of the United States or any of its states or having branch offices therein, (B) having equity capital in excess of $250,000,000 and (C) which issues either (1) senior debt securities rated A or better by S&P, or by Moody's or (2) commercial paper rated A-1 by S&P or Prime-1 by Moody's, in each case payable in the United States in United States dollars, in each case which mature within one year from the date acquired;
(v) readily marketable commercial paper rated as A-1 or better by S&P or Prime-1 or better by Moody's (or, in either case, an equivalent rating from another nationally recognized credit rating agency) and maturing not more than 270 days from the date acquired;
(vi) bonds, debentures, notes or similar debt instruments issued by a state or municipality given a "AA" rating or better by S&P or an equivalent rating by another nationally recognized credit rating agency and maturing not more than one year from the date acquired;
(vii) negotiable instruments endorsed for c...
Loans, Advances and Investments. The Borrower, its Subsidiaries and its Affiliates shall not, at any time make or suffer to exist or remain outstanding, any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except:
(i) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing);
(ii) Accounts receivable owing to the Borrower, its Subsidiaries and its Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the Borrower, its Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms in the ordinary course of business;
(iii) Loans from the Borrower, a Subsidiary or an Affiliate to either the Borrower, another Subsidiary or another Affiliate;
(iv) Loans or advances not to exceed $250,000.00 in the aggregate at any time outstanding made to officers, partners or other employees of the Borrower; its Subsidiaries and/or its Affiliates;
(v) Investments in Cash or Cash Equivalents;
(vi) Investments in all existing and any new Subsidiaries or Affiliates; and
(vii) Loans not to exceed $2,000,000.00 in the aggregate at any time outstanding to Persons whom the Borrower, its Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets of a proposed or contemplated acquisition by the Borrower, its Subsidiaries and/or its Affiliates.
Loans, Advances and Investments. Make or permit to remain outstanding loans or advances to, or own, purchase or acquire any stock obligations or securities of, or any other interest in, or make any capital contributions to, any Person (collectively, “INVESTMENTS”), except that the Company or any Subsidiary may:
(i) make or permit to remain outstanding loans or advances to any Subsidiary;
(ii) own, purchase or acquire stock, obligations or securities of a Subsidiary or of a corporation which immediately after such purchase or acquisition will be a Subsidiary;
(iii) acquire and own (a) stock of the Company so long as no Default or Event of Default exists after giving effect to the acquisition thereof and (b) stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to the Company or any Subsidiary;
(iv) own, purchase or acquire prime commercial paper, banker's acceptances and certificates of deposit in the United States and Canadian commercial banks (having capital resources in excess of $100 million U.S.), repurchase agreements with respect to the foregoing, in each case due within one year from the date of purchase and payable in the United States in United States dollars, obligations of the United States Government or any agency thereof, and obligations guaranteed by the United States Government;
(v) make or permit to remain outstanding relocation, travel and other like advances to officers and employees in the ordinary course of business;
(vi) permit to remain outstanding Investments existing on March 28, 1996; and
(vii) make other Investments not in excess of 20% of Consolidated Net Worth.
Loans, Advances and Investments. Without the prior written consent of the Required Lenders, the Companies, on a Consolidated Basis, shall not have or make any investments in:
(a) Properties consisting of raw land exceeding in the aggregate five percent (5%) of Total Assets;
(b) Properties under construction having actual and budgeted costs exceeding in the aggregate twenty percent (20%) of Total Assets (including the total budgeted project costs for all Properties under construction); provided that the Companies may not have Properties under construction that are less than fifty percent (50%) pre-leased having actual and budgeted costs exceeding in the aggregate fifteen percent (15%) of Total Assets (including the total budgeted project costs for all Properties under construction);
(c) Except for Borrower’s investment in Broadmoor, Investments in Joint Ventures exceeding in the aggregate twenty percent (20%) of Total Assets;
(d) Loans, mortgages, advances, and extensions of credit to Persons exceeding in the aggregate ten percent (10%) of Total Assets;
(e) The Stock of Persons that are neither Consolidated Affiliates nor Investments in Joint Ventures exceeding in the aggregate five percent (5%) of Total Assets; or
(f) The investments described in (a) through (e) above exceeding in the aggregate (without duplication) thirty percent (30%) of the sum of (i) Total Assets, and (ii) to the extent not included in the calculation of Total Assets, budgeted project costs for all Properties under construction.
Loans, Advances and Investments. Make or permit to remain outstanding any loan or advance to, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, or consummate any Acquisition, except that the Company or any Subsidiary may
(i) make or permit to remain outstanding loans or advances to the Company or any Subsidiary,
(ii) own, purchase or acquire stock, obligations or securities of a Subsidiary and, so long as the Company is in compliance with the financial covenants set forth in paragraph 6A on a pro-forma basis immediately after giving effect to such transaction, consummate Acquisitions,
(iii) acquire and own stock, obligations, securities or other investments (a) consisting of extensions of credit arising from the grant of trade credit, or received in settlement or partial settlement thereof of obligations (including any Debt or trade credit) owing to the Company or any Subsidiary or (b) received in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of trade creditors or account debtors,
(iv) make investments in accordance with the resolutions of the Board of Directors of the Company; provided that such resolutions authorize only investments rated investment grade by S&P, Xxxxx’x, or any other nationally recognized credit rating agency or investments in the Company’s accounts receivable purchased or held by the CCF,
(v) make any investment in any stock, obligations or securities of, or any other interest in, or any capital contribution to, an Eligible Business Line (subject in the case of any Acquisition, to paragraph 6C(6)(ii)), and
(vi) make other investments, loans and advances which in the aggregate (at original cost) do not exceed $30,000,000 at any time outstanding; notwithstanding the foregoing, (a) amounts in the CCF may be invested only as provided in clause (iv) above, and (b) for the avoidance of doubt, this paragraph 6C(6) shall not apply to any Guarantee.
