Common use of No Impairment of Intercompany Transfers Clause in Contracts

No Impairment of Intercompany Transfers. Directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) which could directly or indirectly restrict, prohibit or require the consent of any Person (other than the Loan Parties or its Subsidiaries) with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Restricted Subsidiary of a Loan Party to such Loan Party, except for such restrictions, prohibitions or requirements (a) existing under applicable mandatory legal requirements, regulations, rules or orders of any Governmental Authority or this Agreement and the other Loan Documents and agreements governing Indebtedness permitted hereby, (b) contained in agreements relating to the sale of a Loan Party or a Restricted Subsidiary or any other asset pending such sale; provided that (i) such restrictions and conditions apply only to the Restricted Subsidiary that is, or the assets that are, to be sold and (ii) such sale is permitted hereunder or a condition to the closing of such sale is the payment in full of the Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted) or obtaining a consent in accordance with Section 12.2 of this Agreement, (c) pursuant to agreements or obligations to which a Person was subject at the time such Person becomes a Loan Party or a Restricted Subsidiary so long as such agreements or obligations were not entered into in contemplation of such Person becoming a Loan Party or a Restricted Subsidiary and (d) contained in joint venture or similar agreements so long as such agreements or obligations were not entered into in contemplation of such Person becoming a Loan Party or a Restricted Subsidiary.