Common use of No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries Clause in Contracts

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind, whether, direct or indirect, on the ability of any Restricted Subsidiary of Borrower to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to any Loan Party (other than Holdings) except (A) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Excluded Subsidiaries to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents, (B) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances) and (C) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture and entered into in the ordinary course of business,(iii) make loans or advances to any Loan Party (other than Holdings), or (iv) transfer any of its property or assets to any Loan Party (other than Holdings), except (A) as provided in this Agreement or any other Loan Document, (B) as provided in Permitted Subordinated Indebtedness so long as the terms thereof are no more restrictive on any of the Group Members than those set forth in the Loan Documents, (C) customary restrictions and conditions contained in agreements relating to the sale, lease, transfer or other disposition of a Restricted Subsidiary of Borrower or any Asset Sales pending such sale, lease, transfer or other disposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold, leased, transferred or disposed of and such sale, lease, transfer or other disposition is permitted hereunder, (D) restrictions and conditions existing on the date hereof and described in reasonable detail on Schedule 7.2 annexed hereto (but this exception shall not apply to any extension or renewal, or any amendment or modification, of such restriction or condition that has the effect of expanding the scope of any such restriction or condition); (E) customary anti-assignment and anti-licensing provisions in leases, contracts or licenses restricting the assignment and licensing thereof; (F) pursuant to any agreement in effect at the time any Person becomes a Restricted Subsidiary of Borrower after the date of this Agreement in a Permitted Acquisition; provided that such agreement exists at the time such Person becomes a Restricted Subsidiary and is not created in anticipation of such Permitted Acquisition; (G) pursuant to agreements evidencing Indebtedness permitted to be incurred pursuant to Sections 7.1(p) and (r) and any Permitted Refinancing Indebtedness in respect thereof; provided that with respect to any such Indebtedness referenced in this clause (G), such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents, (H) restrictions imposed by the laws, regulations and orders of any Governmental Authority and (I) Borrower may exercise or permit the exercise (and payment thereunder) of the call or put option as set forth in Section 7 of the Limited Liability Operating Agreement of XxxxxXxxxxx.Xxx, LLC in effect as of the date hereof as long as no Event of Default has occurred, is continuing or would exist after giving effect to such exercise and prior to such exercise.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. No Loan Party willBorrower will not, nor and will it not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind, whether, direct or indirect, kind on the ability of any Restricted such Subsidiary of Borrower to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s 's Capital StockStock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any Loan Party (other than Holdings) except (A) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Excluded Subsidiaries to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsSubsidiary of Borrower, (B) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances) and (C) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture and entered into in the ordinary course of business,(iiiiii) make loans or advances to Borrower or any Loan Party (other than Holdings)Subsidiary of Borrower, or (iv) transfer any of its property or assets to any Loan Party (other than Holdings), except (A) as provided in this Agreement Borrower or any other Loan DocumentSubsidiary of Borrower, except for such encumbrances or restrictions existing under or by reasons of: (Bi) existing Indebtedness in existence on the Closing Date, as provided in Permitted effect on the Closing Date; (ii) the Subordinated Indebtedness; (iii) applicable law; (iv) any instrument governing Indebtedness so long as the terms thereof are no more restrictive on any of the Group Members than those set forth in the Loan Documents, (C) customary restrictions and conditions contained in agreements relating to the sale, lease, transfer or other disposition Capital Stock of a Restricted Subsidiary of Person acquired by the Borrower or any Asset Sales pending such sale, lease, transfer or other disposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold, leased, transferred or disposed of and such sale, lease, transfer or other disposition is permitted hereunder, (D) restrictions and conditions existing on the date hereof and described in reasonable detail on Schedule 7.2 annexed hereto (but this exception shall not apply to any extension or renewal, its Subsidiaries or any amendment or modification, of such restriction or condition Person that has the effect of expanding the scope of any such restriction or condition); (E) customary anti-assignment and anti-licensing provisions in leases, contracts or licenses restricting the assignment and licensing thereof; (F) pursuant to any agreement becomes a Subsidiary as in effect at the time of such acquisition or such Person becoming a Subsidiary (except to the extent such Indebtedness was incurred in connection with or, if incurred within one year prior to such acquisition or such Person becoming a Subsidiary, in contemplation of such acquisition or such Person becoming a Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) any instrument governing Indebtedness or Capital Stock of a Person who becomes a Restricted Subsidiary of Borrower after the date of this Agreement Guarantor as in a Permitted Acquisition; provided that such agreement exists effect at the time of becoming a Subsidiary Guarantor (except to the extent such Person becomes Indebtedness was incurred in connection with or, if incurred within one year prior to the time of becoming a Restricted Subsidiary and Guarantor, in contemplation of such Subsidiary Guaranty), which encumbrance or restriction is not created in anticipation of such Permitted Acquisition; (G) pursuant to agreements evidencing Indebtedness permitted to be incurred pursuant to Sections 7.1(p) and (r) and any Permitted Refinancing Indebtedness in respect thereof; provided that with respect applicable to any such Indebtedness referenced Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person who became a Subsidiary Guarantor; (vi) by reason of customary non-assignment and net worth provisions in this leases entered into in the ordinary course of business and consistent with past practices; (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (G), iv) above on the property so acquired; (viii) customary restrictions in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such restrictions shall be no more restrictive restrict the transfer of the property subject to the security agreements and mortgages; or (ix) minimum net worth or other provisions contained in leases entered into by Subsidiaries of the Borrower permitted by this Agreement which restrictions are not applicable to any material respect than Person, or the restrictions and conditions in the Loan Documents, (H) restrictions imposed by the laws, regulations and orders properties or assets of any Governmental Authority and (I) Borrower may exercise or permit the exercise (and payment thereunder) of the call or put option as set forth in Section 7 of the Limited Liability Operating Agreement of XxxxxXxxxxxPerson, other than such Subsidiary.Xxx, LLC in effect as of the date hereof as long as no Event of Default has occurred, is continuing or would exist after giving effect to such exercise and prior to such exercise.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. No Loan Party willBorrower will not, nor and will it not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind, whether, direct or indirect, kind on the ability of any Restricted such Subsidiary of Borrower to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital StockStock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any Loan Party (other than Holdings) except (A) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Excluded Subsidiaries to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsSubsidiary of Borrower, (B) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances) and (C) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture and entered into in the ordinary course of business,(iiiiii) make loans or advances to Borrower or any Loan Party (other than Holdings)Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any Loan Party (other than Holdings)Subsidiary of Borrower, except (Aa) as provided in this Agreement or any other Loan DocumentAgreement, (B) b), as to transfers of assets, as may be provided in Permitted Subordinated an agreement with respect to a sale of such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases or other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (d) restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(viii) so long as the terms thereof are no more restrictive on any of the Group Members than those set forth such restriction applies only in the Loan Documents, (C) customary restrictions and conditions contained in agreements relating to the sale, lease, transfer or other disposition event of a Restricted Subsidiary of Borrower or any Asset Sales pending default in such saleIndebtedness, lease, transfer or other disposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold, leased, transferred or disposed of and such sale, lease, transfer or other disposition is permitted hereunder, (De) restrictions and conditions existing on the date hereof and described transfer of ownership interests in reasonable detail on Schedule 7.2 annexed hereto (but this exception shall not apply to any extension or renewal, or any amendment or modification, of such restriction or condition that has the effect of expanding the scope of any such restriction or condition); (E) customary anti-assignment and anti-licensing provisions in leases, contracts or licenses restricting the assignment and licensing thereof; (F) pursuant to any agreement in effect at the time any Person becomes a Restricted Subsidiary of Borrower after the date of this Agreement in a Permitted Acquisition; provided that such agreement exists at the time such Person becomes a Restricted Subsidiary and is not created in anticipation of such Permitted Acquisition; (G) pursuant to agreements evidencing Indebtedness permitted to be incurred pursuant to Sections 7.1(p) and (r) and any Permitted Refinancing Indebtedness in respect thereof; provided that with respect to any such Indebtedness referenced in this clause (G), such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents, (H) restrictions imposed by the laws, regulations and orders of any Governmental Authority and (I) Borrower may exercise or permit the exercise (and payment thereunder) of the call or put option as set forth in Section 7 of the Limited Liability Operating Agreement of XxxxxXxxxxxJoint Ventures.Xxx, LLC in effect as of the date hereof as long as no Event of Default has occurred, is continuing or would exist after giving effect to such exercise and prior to such exercise.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. No Loan Party willExcept as provided herein, nor Borrower will it not, and will not permit any of its Restricted Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind, whether, direct or indirect, kind on the ability of any Restricted such Subsidiary of Borrower to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stockcapital stock owned by Borrower or any Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any Loan Party (other than Holdings) except (A) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Excluded Subsidiaries to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsSubsidiary of Borrower, (B) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances) and (C) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture and entered into in the ordinary course of business,(iiiiii) make loans or advances to Borrower or any Loan Party (other than Holdings)Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any Loan Party (other than Holdings)Subsidiary of Borrower, except for such restrictions or encumbrances existing by reason of (Aa) as provided in this Agreement any restrictions existing under any of the Loan Documents or any other Loan Documentagreements or contracts in effect on the Closing Date or any restrictions under any Subordinated Indebtedness, (Bb) as provided in Permitted Subordinated Indebtedness so long as the terms thereof are no more restrictive on any of the Group Members than those set forth in the Loan Documents, (C) customary restrictions and conditions contained in agreements relating with respect to the sale, lease, transfer or other disposition of a Restricted Subsidiary of Borrower or any Asset Sales pending such sale, lease, transfer or other disposition; provided that such restrictions and conditions apply only to the Restricted is not a Subsidiary or assets that are to be sold, leased, transferred or disposed of and such sale, lease, transfer or other disposition is permitted hereunder, (D) restrictions and conditions existing on the date hereof and described in reasonable detail on Schedule 7.2 annexed hereto (but this exception shall not apply to any extension or renewal, or any amendment or modification, of such restriction or condition that has the effect of expanding the scope of any such restriction or condition); (E) customary anti-assignment and anti-licensing provisions in leases, contracts or licenses restricting the assignment and licensing thereof; (F) pursuant to Closing Date under any agreement in effect at the time any Person becomes a Restricted Subsidiary of Borrower after the date of this Agreement in a Permitted Acquisition; provided that such agreement exists existence at the time such Person Subsidiary becomes a Restricted Subsidiary and is not created in anticipation of Borrower, (c) any restrictions with respect to a Subsidiary of Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Permitted Acquisition; Subsidiary, (Gd) pursuant to agreements evidencing Indebtedness permitted to be incurred pursuant to Sections 7.1(p) and (r) and any Permitted Refinancing Indebtedness in respect thereof; provided that restrictions with respect to any such Indebtedness referenced in this clause (G), such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsSubsidiary of Borrower all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 7.1A, (He) restrictions imposed by the applicable laws, regulations (f) restrictions under leases of, or mortgages and orders other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f), provided that the terms and conditions of any Governmental Authority and (I) such agreement, taken as a whole, are not materially less favorable to Borrower may exercise than those under the agreement so amended, refinanced or permit the exercise (and payment thereunder) of the call or put option as set forth in Section 7 of the Limited Liability Operating Agreement of XxxxxXxxxxx.Xxx, LLC in effect as of the date hereof as long as no Event of Default has occurred, is continuing or would exist after giving effect to such exercise and prior to such exercise.replaced. 52 SAFEWAY TERM CREDIT AGREEMENT