No Limitations. No Credit Party will directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assets, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, (iii) this Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), (g) or (h) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such Indebtedness.
Appears in 4 contracts
Samples: Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/), Term Loan Agreement (Pultegroup Inc/Mi/)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, and (iii) this Credit Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), (g) or (h) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Dispatch Management Services Corp), Credit Agreement (Gerber Childrenswear Inc)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to the Borrower or any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Partythe Borrower; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party the Borrower and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Partythe Borrower, and (iii) this Credit Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), (g) or (h) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Riddell Sports Inc), Credit Agreement (Varsity Spirit Corporation)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided PROVIDED that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, (iii) this Credit Agreement and the other Credit Documents, Documents and (iv) any Indebtedness permitted by Section 7.01(b), (g) or (h) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such IndebtednessIndenture.
Appears in 1 contract
Samples: Credit Agreement (Maxim Group Inc /)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, (iii) this Credit Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), the Maxim Retail Credit Agreement and the other Credit Documents (gas defined in the Maxim Retail Credit Agreement) or and (hv) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such IndebtednessIndenture.
Appears in 1 contract
Samples: Credit Agreement (Maxim Group Inc /)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, (iii) this Credit Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), the Maxim Group Credit Agreement and the other Credit Documents (gas defined in the Maxim Group Credit Agreement) or and (hv) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such IndebtednessIndenture.
Appears in 1 contract
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to (other than a Receivables Subsidiary in connection with a Permitted Accounts Receivable Securitization and other transactions listed on Schedule 8.11 and any permitted renewals, replacements, refinancings or extensions thereof), directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests's capital stock, (b) pay any Indebtedness owed to the Borrower or any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest or in any license governing licensed assetsinterest, (ii) any agreement or other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Partythe Borrower; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party the Borrower and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Partythe Borrower, and (iii) this Credit Agreement and the other Credit Documents, and (iv) any Indebtedness permitted by Section 7.01(b), (g) or (h) solely to the extent such encumbrance or restriction relates to the property financed by or subject to such Indebtedness.
Appears in 1 contract