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

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 3 contracts

Samples: Credit Agreement (Aki Inc), Credit Agreement (Aki Holding Corp), Credit Agreement (Aki Holding Corp)

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No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (Accuro Healthcare Solutions, Inc.)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documentsherein or as set forth on Schedule 5.2, Borrower will shall not and will shall not cause or permit any of its Subsidiaries to directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiaryother; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Cardlytics, Inc.)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subordination provisions, pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; orSubsidiary of Borrower;

Appears in 2 contracts

Samples: Credit Agreement (Spinnaker Industries Inc), Credit Agreement (Lynch Corp)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subordination provisions for the benefit of Agent and Lenders, pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 2 contracts

Samples: Credit Agreement (Acorn Products Inc), Credit Agreement (Acorn Products Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly Directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary (other than a Purchasing Subsidiary or a Subsidiary of a Purchasing Subsidiary) of Borrower to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subor-dination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan and Security Agreement (Gradall Industries Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1a) pay dividends or make any other distribution on any of such Subsidiary's capital stock Capital Stock owned by Borrower or any Subsidiary of Borrower; (2b) subject to subordination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3c) make loans or advances to Borrower or any other Subsidiary; oror (d) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Greenmarine Acquisition Corp)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will shall not permit any of its Subsidiaries Subsidiary to directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Patriot Capital Funding, Inc.)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's ’s capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Pizza Inn Holdings, Inc /Mo/)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in herein or the agreements with respect to the Senior Term Loan Documents and in the Subordinated Loan DocumentsDebt, Borrower will shall not and will shall not cause or permit any of its Subsidiaries to directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Five9, Inc.)

No Restrictions on Subsidiary Distributions to Borrower. Except as ------------------------------------------------------- provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subordination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan and Security Agreement (Sun Sportswear Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock or membership interests owned by Borrower or any Subsidiary of any Borrower; (2) subject to subordination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan and Security Agreement (Belding Heminway Co Inc /De/)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, each as in effect on the Senior Term Loan Documents and in Closing Date, the Subordinated Loan Documents, Borrower will Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; oror (4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Playtex Products Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries (other than the Excluded Subsidiaries) directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock or other equity interest owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Credit Agreement (Sunsource Inc)

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No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, no Borrower will not and nor will not it permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective (other than pursuant to this Agreement) any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by a Borrower or any Subsidiary of a Borrower; or (2) subject to subordination provisions, pay any Indebtedness indebtedness owed to a Borrower or any other Subsidiary; (3) make loans or advances to a Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan Agreement (North Face Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Finance Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documentsthis Agreement, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1a) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Equity Interests owned by Borrower or any Subsidiary of Borrower; (2b) pay any Indebtedness owed to Borrower or any other Subsidiary; (3c) make loans or advances to Borrower or any other Subsidiary; oror (d) transfer any of its Property to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (AtriCure, Inc.)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, herein or in Section 4.7 of the Senior Term Loan Documents and in the Subordinated Loan DocumentsIndenture, Borrower will not and will not permit any of its their Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock Capital Stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subordination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; or (3) make loans or advances to Borrower or any other Subsidiary; orSubsidiary prohibited by the Indenture as in effect on the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Clearview Cinema Group Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents herein and in the Subordinated Loan DocumentsIndenture, Borrower will not shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly to indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) subject to subordination provisions, pay any Indebtedness Debt owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Receivables Purchasing Agreement (Western Publishing Group Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as ------------------------------------------------------- provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; : (2) subject to subordination provisions, pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or

Appears in 1 contract

Samples: Loan and Security Agreement (Right Start Inc /Ca)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1i) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2ii) subject to subordination provisions in favor of Lenders, pay any Indebtedness owed to Borrower or any other Subsidiary; (3iii) make loans or advances to Borrower or any other Subsidiary; oror (iv) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Global Imaging Systems Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any Indebtedness indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or(4) transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Skechers Usa Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided hereinin this Agreement, in the Senior Term Loan Documents and in the Subordinated Loan Documents, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: to (1a) pay dividends or make any other distribution on any of such Subsidiary's capital stock Stock owned by the Borrower or any Subsidiary of Borrower; other Subsidiary, (2b) pay any Indebtedness owed to the Borrower or any other Subsidiary; , (3c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; or.

Appears in 1 contract

Samples: Credit Agreement (Castle Dental Centers Inc)

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