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

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k), Holdings and Borrower shall not and shall not cause or permit Borrower’s Subsidiaries to directly or 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 Person’s Stock owned by Borrower or any other Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 4 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

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No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k)herein, Holdings and Borrower shall will not and shall will not cause or permit Borrower’s 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 Person’s Stock Subsidiary's capital stock owned by Borrower or any other SubsidiarySubsidiary of Borrower; (2) subject to subordination provisions, pay any Indebtedness owed to Borrower or any other SubsidiarySubsidiary of Borrower; (3) make loans or advances to Borrower or any other SubsidiarySubsidiary of Borrower; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other SubsidiarySubsidiary of Borrower.

Appears in 2 contracts

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

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k)herein, Holdings and Borrower the Credit Parties shall not and shall not cause or permit Borrower’s their Subsidiaries to directly or 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 PersonSubsidiary’s Stock owned by Borrower or any other Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other SubsidiarySubsidiary other than the assets set forth on Schedule 5.8 and other than encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Loan Documents; (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any of its Subsidiaries; and (iii) restrictions imposed by any holder of a Lien permitted under Section 5.2(a) on the transferability of any asset subject to such Lien.

Appears in 1 contract

Samples: Possession Credit Agreement (Vertis Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k)herein, Holdings and Borrower shall will not and shall will not cause or permit Borrower’s 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 Person’s Stock Subsidiary's capital stock owned by Borrower or any other Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other Subsidiary, except for any customary restrictions on assets to be sold pursuant to any agreement for the sale of such assets to the extent permitted under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Aki Holding Corp)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k)herein, Holdings and Borrower shall will not and shall will not cause or permit Borrower’s 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 Person’s Stock Subsidiary's capital stock owned by Borrower or any other SubsidiarySubsidiary of Borrower; (2) subject to subordination provisions for the benefit of Agent and Lenders, pay any Indebtedness owed to Borrower or any other SubsidiarySubsidiary of Borrower; (3) make loans or advances to Borrower or any other SubsidiarySubsidiary of Borrower; or (4) except as specified in respect CLAUSES (2), (3) and (4) of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted herebySUBSECTION 3.2(B) above, transfer any of its property or assets to Borrower or any other SubsidiarySubsidiary of Borrower.

Appears in 1 contract

Samples: Credit Agreement (RWBV Acquisition Corp)

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No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k), Holdings and Borrower shall not and shall not cause or permit Borrower’s 's Subsidiaries to directly or 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 Person’s 's Stock owned by Borrower or any other Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(k)herein, each of Holdings and Borrower shall not and shall not cause suffer or permit Borrower’s any of their respective 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 Person’s Stock Subsidiary's capital stock owned by Borrower or any other SubsidiarySubsidiary 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 Subsidiaryof its Subsidiaries; or (4) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other Subsidiaryof its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Universal Technical Institute Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein or except pursuant to agreements relating the Senior Subordinated Notes Indenture, any Second Lien Financing Documentation and any Subordinated Indebtedness Documents (in each case, to the extent the relevant Indebtedness incurred is permitted under Section 3.1(k3.1), Holdings and Borrower the Credit Parties shall not and shall not cause or permit Borrower’s their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual Lien, 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 PersonSubsidiary’s Stock owned by Borrower or any other Subsidiary; (2ii) pay any Indebtedness owed to Borrower or any other Subsidiary; (3iii) make loans or advances to Borrower or any other Subsidiary; or (4iv) except in respect of transfers of property or assets financed or licensed pursuant to agreements governing Purchase Money Indebtedness or Licenses permitted hereby, transfer any of its property or assets to Borrower or any other Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Neff Finance Corp.)

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