Common use of Loans, Investments, Guarantees, Etc Clause in Contracts

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in Without the Distribution Agreement and as otherwise provided hereinprior written consent of the Required Lenders, no Borrower shall neither Operating Company shall, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares (other than as may be permitted in accordance with Section 10.11) or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the Government of Canada, the United States Governmentof America or any political subdivision of either thereof or any instrumentality of any of the foregoing, (ii) negotiable certificates of deposit issued by any Lender or any bank whose long-term debt is Investment Grade or is otherwise satisfactory to Lenderthe Administrative Agent, payable to the order of such Borrower an Operating Company or to bearer and delivered to Lenderthe Administrative Agent or the security entitlements to which are credited to an account control agreement to which the Administrative Agent is party, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lenderthe Administrative Agent, such Borrower an Operating Company shall take such actions as are deemed necessary by Lender the Administrative Agent, acting reasonably, to perfect the security interest of Lender Lenders in such investments; , (dc) the loans, advances advances, guarantees and guarantees other financial assistance set forth on Schedule 9.10 10.10 hereto, and (d) marketable securities; providedand provided further, that, as solely with respect to such the loans, advances advances, guarantees and guaranteesother financial assistance set forth on Schedule 10.10 hereto, (i) such Borrowers Borrower shall not, directly or indirectly, (A) materially amend, modify, alter or change the terms of such investments, loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender the Administrative Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such the Borrower or on its behalf, promptly after the receipt thereof, or sent by such the Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the guarantees, if any, set forth in the Information Certificate; (d) the loans, advances and guarantees set forth on Schedule 9.10 heretoacquisition of all or a substantial part of the assets or property of any Person; provided, that, as to such loans, advances and guarantees, (i) no Event of Default shall be continuing at the time of such Borrowers shall not, directly acquisition or indirectlybe caused thereby, (Aii) amendBorrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such assets and shall deliver to Lender the appraisal required by Section 7.3(d) hereof, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or and (Biii) as Borrower shall obtain Lender's prior written consent to such guaranteesacquisition, redeemwhich consent shall not be unreasonably withheld or delayed, retire, defease, purchase or otherwise acquire and (e) (i) the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purposeinvestments and capital contributions existing as of the date hereof in the Subsidiaries of Borrower as of the date hereof, and (ii) such loans or advances by Borrower shall furnish to Lender all notices of default its Subsidiaries (other than NewCo or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (eWestern Rebuilders) loans, advances or investments in the ordinary course of each such Person's business operationsbusiness, and (iii) in connection with an acquisition, a capital contribution to NewCo of the Retained Funds referenced in Section 9.7(b)(iii). Borrower shall not make any other loan, advance or transfer to NewCo except as presently existingexpressly permitted above. Borrower shall not make any loan, among LSAP, L&SB, LSBE, Rotex and Triboneticsadvance or transfer to Western Rebuilders.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Canadian Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Canadian Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Canadian Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Canadian Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Canadian Borrower or on its behalf, promptly after the receipt thereof, or sent by such Canadian Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances or investments and to the extent such amount has not already been paid as dividends to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 9.11, required in any fiscal year of SMTC Corporation to allow (i) HTM to make payments under the Amended Subordinated Credit Facility Agreement to the extent permitted pursuant to this Agreement and the Intercreditor Agreement, (ii) SMTC Corporation to pay its consolidated income taxes payable and (iii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Lender prior to the date hereof) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Each US Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States US Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such a US Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such each US Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers each US Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such each US Borrower shall furnish to Lender Agent and Tranche B Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower it or on its behalf, promptly after the receipt thereof, or sent by such Borrower it or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances and to the extent such amount has not already been paid as dividends or investments loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the Canadian Loan Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (ii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.