Loans and Investments Sample Clauses
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) Lender Provided Interest Rate Xxxxxx, Interest Rate Xxxxxx and Commodity Xxxxxx permitted pursuant to Section 8.2.1(v) of this Agreement;
(iv) loans to officers, shareholders and Affiliates in the amounts set forth on Schedule 8.2.4 hereof;
(v) Permitted Investments;
(vi) loans, advances and investments in other Loan Parties; and
(vii) loans, investments, advances and contributions of assets to Xxxxxxx Joint Venture (A) as set forth on Schedule 8.2.4 hereof and (B) in addition to those set forth in clause (A) hereto in an amount not to exceed $35,000,000 in the aggregate so long as the Revolver Borrowers shall have the ability to borrow additional Revolving Credit Loans of not less than $15,000,000.
(viii) each of the following so long as the aggregate amount of loans, advances and/or investments does not exceed $10,000,000 at any one time: (a) purchases of Permitted Joint Ventures (other than the Xxxxxxx Joint Venture), assets or ownership interests not prohibited by Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions, (b) investment in connection with a Permitted Acquisition (other than the Xxxxxxx Joint Venture), and (c) loans, advances and investments not otherwise permitted in (i) through (vi) above.
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. 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 other Person, including the establishment or creation of a Subsidiary (which shall be permitted only to the extent an Investment under this Section 5.4 is permitted), 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) extensions of credit and other Investments by (i) any Credit Party (other than Holdings) to any other Credit Party (other than Holdings), (ii) the Borrower or any Domestic Subsidiary of the Borrower to Foreign Subsidiaries of the Borrower not to exceed, when combined with dispositions permitted under Section 5.2(e)(i), $3,000,000 in the aggregate at any time outstanding for all such extensions of credit and other Investments and, to the extent applicable, dispositions; provided, that if the extensions of credit described in foregoing clauses (i) and (ii) are evidenced by notes, such notes shall be pledged to Agent, for the benefit of the Secured Parties, and have such terms as Agent may reasonably require and (iii) a Foreign Subsidiary of the Borrower to another Foreign Subsidiary of the Borrower (it being understood and agreed that this Section 5.4(b) does not permit any extensions of credit or Investments in joint ventures or similar arrangements);
(c) loans and advances to current or former employees, officers, directors, consultants and advisors in the Ordinary Course of Business or in connection with relocations, indemnification, or reimbursement in respect of liabilities relating to them serving in any such capacity, including business travel and entertainment expenses, not to exceed $650,000 in the aggregate at any time outstanding;
(d) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.2(b...
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. (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. Make or commit to make any advance, loan, extension of credit, or capital contribution to, or purchase or hold beneficially any stock or other securities, or evidence of Indebtedness of, purchase or acquire all or a substantial part of the assets of, make or permit to exist any interest whatsoever in, any other Person except for (a) the ownership of stock of any Subsidiaries existing as of the Closing Date or acquired after the date hereof, provided that the Company or Guarantor, as applicable, has complied with its obligations under Section 6.12 hereof with respect to such new Subsidiary, (b) Eligible Investments, (c) loans and advances by the Company to any Guarantor and loans and advances by any Guarantor to the Company or any other Guarantor, (d) Permitted Acquisitions, (e) the Company and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of the Company or such Subsidiary, (f) the Company and its Subsidiaries may acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business, (g) Hedging Agreements entered into in the ordinary course of business and not for speculative purposes, (h) advances, loans and investments in existence on the Closing Date and listed on Schedule 7.06 shall be permitted, without giving effect to any additions thereto or replacements thereof (except those additions or replacements which are existing obligations as of the Closing Date), (i) loans and advances by the Company and its Subsidiaries to employees of the Company and its Subsidiaries for moving and travel expenses and other similar expenses provided that the aggregate amount of such loans or advances shall not exceed $5,000,000 at any time outstanding, (j) the Company and its Subsidiaries may acquire and hold promissory notes and/or equity securities issued by the purchaser or purchasers in connection with the sale of assets to the extent permitted under Section 7.04, (k) Non-Domestic Subsidiaries may make investments in other Non-Domestic Subsidiaries, (l) the Company may contribute cash to one or more of its Subsidiaries that are or become Guarantors formed after the Closing Da...
Loans and Investments. The Company shall not purchase or acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any commitment therefor, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make (unless contingent upon a waiver or amendment of the terms hereof) any Acquisitions, 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 Company (together, "Investments"), except for:
(a) Investments held by the Company or Subsidiary in the form of cash or 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) extensions of credit by the Company or its Subsidiaries to their employees in the ordinary course of business for travel, relocation and related expenses;
(d) existing Investments in Subsidiaries and the other Investments identified on Schedule 7.04 (in each case, as such Investments may be adjusted due to appreciation, repayment of principal, payment of interest, return of capital and similar circumstances);
(e) additional Investments in any Subsidiary (other than an Investment constituting an Acquisition which shall be governed by subsection (f) below);
(f) Investments constituting a Permitted Acquisition;
(g) Investments constituting Permitted Swap Obligations or payments or advances under Swap Contracts relating to Permitted Swap Obligations;
(h) Investments held by any Subsidiary of the Company in any of its customers or suppliers which are received as distributions in bankruptcy proceedings or as negotiated settlements for obligations incurred to it by such customer for the purchase of goods manufactured or services provided by it;
(i) Investments by way of stock or similar ownership interests of 50% or less in any Person in an aggregate amount not to exceed $50,000,000 at any one time outstanding;
(j) Investments by way of promissory notes received in connection with a Disposition permitted by Section 7.02(g);
(k) Investments in a Receivables Subsidiary prior to the occurrence and continuation of an Event of Default which in the judgment of the Company are reasonably necessary in connection with any Permitted Receivables Purchase Facility; and
(l) additional investments of a nature not contemplated by the foregoing subsections (a) thr...
Loans and Investments. 80 7.2.5 Dividends and Related Distributions.................... 82 7.2.6 Liquidations, Mergers, Consolidations, Acquisitions.... 82 7.2.7 Dispositions of Assets or Subsidiaries................. 84 7.2.8 Affiliate Transactions................................. 85 7.2.9 Subsidiaries........................................... 85 7.2.10 Continuation of or Change in Business.................. 86 7.2.11 Plans and Benefit Arrangements......................... 86 7.2.12 Fiscal Year............................................ 86 7.2.13 Issuance of Stock...................................... 86 7.2.14 Changes in Organizational Documents.................... 86 7.2.15 Maximum Leverage Ratio................................. 87 7.2.16 Minimum Interest Coverage Ratio........................ 87 7.2.17 Receivables Entities and Timberland Note Monetization Entities............................................... 87 7.3
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 Acquisitions;
(iv) Permitted Investments; and
(v) loans, advances and investments in other Loan Parties.
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 or acquire 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, including extended repayment terms to the extent consistent with the current practices of the Loan Parties, 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;
(iv) loans, advances and investments in other Loan Parties organized under the laws of the United States, Australia or a state thereof, or, upon the Borrower’s request and the prior written consent of the Administrative Agent, any other country;
(v) loans and investments set forth on Schedule 8.2.4;
(vi) loans, advances and investments not existing as of the Closing Date in (1) wholly-owned Subsidiaries of the Borrower that are not Loan Parties, and (2) Loan Parties organized under the laws of jurisdictions other than the United States, Australia or a state thereof, Bermuda or, to the extent that the Administrative Agent has consented thereto, any other country, provided that the aggregate amount of such loans, advances and investments at any one time outstanding shall not exceed $20,000,000;
(vii) upon prior written notice to the Administrative Agent and delivery to the Agent of a Borrowing Base Certificate which evidences that the Borrower has Undrawn Availability of at least $15,000,000 after giving effect to such investment, investments in joint ventures not existing as of the Closing Date and additional investments in existing joint ventures above the amount of such investments in existing joint ventures listed on Schedule 8.2.4, which joint ventures (a) limit the liability of the Loan Party or Subsidiary to such party’s investment therein, and (b) are in the same or substantially similar lines of business as the Loan Parties’ business, provided that the aggregate amount of the sum of (y) such investments in joint ventures from and after the Closing Date pursuant to this clause (vii), and (z) advances under clause (ix) of this Section 8.2.4 sha...