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)
No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein and in the First Lien Credit Agreement (and other Indebtedness of Borrower that is no more restrictive than the terms of this Agreement or except pursuant to agreements relating to Indebtedness incurred under Section 3.1(kthe First Lien Credit Agreement), Holdings and Borrower shall not and shall not cause or permit Borrower’s its 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: 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 Subsidiary.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Penhall International Corp)
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
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: Senior Secured Priming and Superpriority Debtor in 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), 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)