Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including the Borrower, any Affiliate of the Borrower or any Subsidiary of the Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:
(a) Investments in cash and Cash Equivalents;
(b) Investments by (i) any Credit Party (other than Holdings) in any other Credit Party (other than Holdings), (ii) Holdings in any other Credit Party, (iii) the Borrower or any Domestic Subsidiary of the Borrower in Foreign Subsidiaries of the Borrower; provided, that the aggregate amount of such Investments under this clause (iii) shall not exceed the Available Amount at any time outstanding, (iv) a Foreign Subsidiary of the Borrower in another Foreign Subsidiary of the Borrower, and (v) any Credit Party in a Foreign Subsidiary the proceeds of which are concurrently used by such Foreign Subsidiary in connection with a Permitted Acquisition of the type and in the amount described in clause (g)(x) of the definition of “Permitted Acquisition”; provided, if the Investments described in foregoing clauses (i), (ii), (iii) and (v) are evidenced by notes, such notes shall be pledged to Agent, for the benefit of the Secured Parties;
(c) loans and advances to employees not to exceed $3,000,000 in the aggregate at any time outstanding, less the amount of any loans and advances to employees outstanding pursuant to Section 5.4(f);
(d) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to subsection 5.2(b);
(e) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;
(f) Investments existing (or committed to be made pursuant to a binding commitment) on the Closing Date and set forth on Sche...
Loans and Investments. Make any loans or advances (other than routine expense advances to employees of the Company consistent with past practice) to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, or prepay any indebtedness for borrowed money;
Loans and Investments. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, at any time, directly or indirectly, make or suffer to remain outstanding any Investment or become or remain liable for any Investments, except:
(a) (i) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and (ii) loans or advances to officers, directors or employees made in the ordinary course of business; provided that such loans and advances to all such officers, directors and employees do not exceed an aggregate amount of $5,000,000 outstanding at any time;
(b) Temporary Cash Investments;
(c) any transaction permitted under Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] (including any Permitted Acquisition);
(d) such Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower or any Restricted Subsidiary;
(e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and described on Schedule 8.2.4, and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that any increase in the amount of any such Investment will be permitted only to the extent such increase is otherwise permitted under this Section 8.2.4 [Loans and Investments];
(f) Investments (i) in any Loan Party or (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party;
(g) any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;
(h) other Investments in an aggregate amount not to exceed at any one time outstanding the greater of (i) $25,000,000 and (ii) 5.0% of CTA at such time;
(i) Investments in the form of an increase in the ownership percentage of the Undivided Interests by the Loan Parties;
(j) Investm...
Loans and Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make any Investments except:
(a) the Borrower and its Domestic Subsidiaries may acquire and hold Cash and Cash Equivalents;
(b) the Borrower and its Subsidiaries may hold the Investments as set forth on Schedule 8.7(b) hereto;
(c) the Borrower and its Subsidiaries may make or maintain advances (i) for relocation and related expenses and other advances to their employees in the ordinary course of business and (ii) for any other advances to their employees in the ordinary course of business in an aggregate principal amount not exceeding $10,000,000 (or the Dollar Equivalent thereof) at any one time outstanding;
(d) the Borrower and its Subsidiaries may acquire and hold (i) Investments consisting of extensions of credit in the nature of accounts receivable arising from the granting of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and other Persons and in settlement of delinquent obligations of, and other disputes with, customers and suppliers and other Persons arising in the ordinary course of business;
(e) the Borrower and its Subsidiaries may make deposits in a customary fashion in the ordinary course of business;
(f) the Borrower and its Subsidiaries may acquire and hold debt securities as partial consideration for a sale of assets pursuant to Section 8.3 or 4.4(c) to the extent permitted by any such Section;
(1) the Borrower may make or maintain intercompany loans and advances to any of its Wholly-Owned Subsidiaries, (2) any Subsidiary of the Borrower may make or maintain intercompany loans and advances to the Borrower and (3) any Subsidiary of the Borrower may make or maintain intercompany loans and advances to any Wholly-Owned Subsidiary of the Borrower (including, without limitation, pursuant to Permitted Entrustment Loan Arrangements) (collectively, “Intercompany Loans”), provided, that each Intercompany Loan made by a Foreign Subsidiary or a non-Wholly-Owned Subsidiary that is a Domestic Subsidiary, on the one hand, to the Borrower or a Wholly-Owned Subsidiary that is a Domestic Subsidiary of the Borrower, on the other hand, shall contain the subordination provisions set forth on Exhibit 8.7(g);
(i) the Borrower and its Subsidiaries may make Investments after the Tenth Amendment Effective Date in the Capital Stock of Persons that are Foreign ...
Loans and Investments. (a) Except as set forth in the Disclosure Schedule, SCSB has no loan in excess of $5,000 that has been classified by regulatory examiners or management of SCSB as "Substandard," "Doubtful" or "Loss" or in excess of $5,000 that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. The most recent loan watch list of SCSB and a list of all loans in excess of $5,000 that SCSB has determined to be ninety (90) days or more past due with respect to principal or interest payments or has placed on nonaccrual status are set forth in the Disclosure Schedule.
(b) All loans reflected in the Shelby County Financial Statements as of September 30, 1997 and which have been made, extended, renewed, restructured, approved, amended or acquired since September 30, 1997 (i) have been made for good, valuable and adequate consideration in the ordinary course of business; (ii) to the best of SCSB's knowledge, constitute the legal, valid and binding obligation of the obligor and any guarantor named therein, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditors' rights; (iii) are evidenced by notes, instruments or other evidences of indebtedness which are true, genuine and what they purport to be; and (iv) are secured, to the extent that SCSB has a security interest in collateral or a mortgage securing such loans, by perfected security interests or recorded mortgages naming SCSB as the secured party or mortgagee.
(c) The reserves, the allowance for possible loan and lease losses and the carrying value for real estate owned which are shown on the Shelby County Financial Statements are adequate in all respects under the requirements of generally accepted accounting principles applied on a consistent basis to provide for possible losses on items for which reserves were made, on loans and leases outstanding and real estate owned as of the respective dates. To the best knowledge of SCSB, the aggregate loan balances outstanding as of September 30, 1997, in excess of the reserve for loan losses as of such date, are collectible in accordance with their respective terms.
(d) Shelby County and SCSB have complied in all material respects with all laws, statutes, rules, regulations and other legal require...
Loans and Investments. The Borrower shall not purchase or acquire, or permit any Subsidiary to purchase or acquire, or make any commitment therefor, any capital stock, equity interest, or any obligation or other security of, or any interest in, any Person, or make or commit to make any Acquisition, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Borrower (together, “Investments”), except for:
(a) Investments held by the Borrower or any Subsidiary in the form of cash and Cash Equivalents;
(b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;
(c) Investments by the Borrower or any Subsidiary in wholly-owned Subsidiaries or in the form of unsecured loans made by any Subsidiary to the Borrower;
(d) Investments incurred in order to consummate Acquisitions otherwise permitted herein (“Permitted Acquisitions”); provided that (i) such Acquisitions are undertaken in accordance with all applicable Laws, (ii) the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the Person to be acquired (and its stockholders or equivalent equity holders, if necessary) is obtained, (iii) after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing (including in respect of Section 7.14 on a pro forma basis as of the last day of the preceding fiscal quarter), (iv) the Borrower provides the Administrative Agent, for the benefit of the Lenders, prior to consummating any such Acquisition (or series of related Acquisitions) for which the total consideration (other than stock of the Borrower) exceeds $50,000,000, a Compliance Certificate executed by a Responsible Officer evidencing compliance with clause (iii) above, and (v) the Person or business which is the subject of such Acquisition is in the same or similar line of business (or any business either substantially related thereto or that involves the franchising or licensing of a brand, product or service, regardless of whether such business is substantially different from the current line of business) as the Borrower and its Subsidiaries;
(e) other Investments (excluding Permitted Acquisitions but including Investments in Joint Ventures) in addition to the foregoing Investments permitted by this Section 7.04; prov...
Loans and Investments. The Company shall not purchase or acquire, or suffer or permit any Subsidiary to purchase or acquire any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make any Acquisitions, or make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Company (together, "Investments"), except for:
(a) Investments held by the Company or Subsidiary in the form of cash equivalents or marketable securities having maturities of not more than five years;
(b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;
(c) extensions of credit by the Company to any of its Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to another of its Wholly-Owned Subsidiaries;
(d) Investments incurred in order to consummate Acquisitions otherwise permitted herein, provided that (i) such Acquisitions are undertaken in accordance with all applicable Requirements of Law; (ii) no Event of Default shall exist or result from such Acquisition; and (iii) the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the acquiree is obtained;
(e) Investments in Joint Ventures, provided that no Event of Default shall exist or result from any such Investment;
(f) Investments constituting Permitted Swap Obligations or payments or advances under Swap Contracts relating to Permitted Swap Obligations;
(g) Investments in Subsidiaries in the ordinary course of business;
(h) Investments existing as of the Closing Date and identified on Schedule 8.04 of the Disclosure Letter;
(i) Investments received in the settlement of delinquent obligations owed to or disputes involving the Company or a Subsidiary;
(j) Investments consisting of loans or advances to employees in the ordinary course of business consistent with past practices.
Loans and Investments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except:
(i) trade credit extended on usual and customary terms in the ordinary course of business;
(ii) advances to employees to meet expenses incurred by such employees in the ordinary course of business;
(iii) Permitted Investments; and
(iv) loans, advances and investments in other Loan Parties.
Loans and Investments. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, at any time, directly or indirectly, make or suffer to remain outstanding any Investment or become or remain liable for any Investments, except:
(a) Temporary Cash Investments;
(b) any transaction permitted under Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] (including any Permitted Acquisition);
(c) in connection with the management of employee benefit trust funds of the Borrower or any Restricted Subsidiary, investment of such employee benefit trust funds in Investments of a type generally and customarily used in the management of employee benefit trust funds;
(d) such Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower or any Restricted Subsidiary;
(e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and described on Schedule 8.2.4, and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Section 8.2.4 [Loans and Investments];
(f) Investments (i) in any Loan Party or (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary (other than a Specified DevCo) that is not a Loan Party;
(g) any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;
(h) other Investments in an aggregate amount not to exceed the greater of $25,000,000 and (ii) 2.5% of Consolidated Net Tangible Assets at any one time outstanding; provided that no Investment pursuant to this Section 8.2.4(h) shall be made in any Specified DevCo;
(i) Investments in any Joint Venture made directly by a Loan Party; provided that (i) such Joint Venture is engaged in a Permitted Business, (ii) after giving...
Loans and Investments. 73 8.5 Limitation on Indebtedness........................................................................ 74 8.6 Transactions with Affiliates...................................................................... 75 8.7
