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

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, 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 (4) transfer any of its property or assets to Borrower or any other Subsidiary, except pursuant to (i) non-assignment provisions of licenses and leases entered into in the ordinary course of business, (ii) agreements relating to capital leases or purchase money indebtedness permitted hereunder, (iii) requirements imposed by applicable law, or (iv) encumbrances or restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, to the extent such sale or disposition is not prohibited under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Finance Inc)

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No Restrictions on Subsidiary Distributions to Borrower. Except as ------------------------------------------------------- provided herein, 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, except pursuant to other than (i) non-assignment provisions of licenses restrictions pursuant to agreements in effect on the Closing Date and leases entered into in the ordinary course of businessdescribed on Schedule 7.3(d), (ii) restrictions pursuant to Indebtedness of --------------- any Person that becomes a Subsidiary after the date hereof; provided that such -------- Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (iii) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital leases stock or purchase money indebtedness assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (iii) requirements imposed by applicable law, or ; (iv) encumbrances restrictions or conditions imposed by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, conditions apply only to the extent property or assets securing such sale or disposition is not prohibited under this AgreementIndebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereof.

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, 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 (4) transfer any of its property or assets to Borrower or any other Subsidiary, except pursuant to (i) non-assignment provisions of licenses and leases entered into in the ordinary course of business, (ii) agreements relating to capital leases or purchase money indebtedness permitted hereunder, (iii) requirements imposed by applicable law, or (iv) encumbrances or restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pursuant to the Loan Documents, the Financing Documents and the Intercreditor Agreements, or (vi) pursuant to any working capital Indebtedness incurred by any of the ITS Companies.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Corp)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, 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 (4) transfer any of its property or assets to Borrower or any other Subsidiary, except pursuant to (i) non-assignment provisions of licenses and leases entered into in the ordinary course of business, (ii) agreements relating to capital leases or purchase money indebtedness permitted hereunder, (iii) requirements imposed by applicable law, or (iv) encumbrances or restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pursuant to the Loan Documents, the Financing Documents and the Intercreditor Agreements or (vi) pursuant to any working capital Indebtedness incurred by any of the ITS Companies.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Corp)

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No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, 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; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, except pursuant to (i) non-assignment provisions of licenses licenses, leases and leases subleases entered into in the ordinary course of business, (ii) agreements relating to capital leases or leases, purchase money indebtedness or Indebtedness relating to Permitted Acquisitions, in each case as permitted hereunderunder this Agreement, (iii) requirements imposed by applicable law, or (iv) encumbrances or restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pursuant to the Loan Documents, the Senior Indenture Documents and the Intercreditor Agreement, or (vi) pursuant to any working capital Indebtedness incurred by any of the ITS Companies in accordance with the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Corp)

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, 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, except pursuant to other than (i) non-assignment provisions of licenses restrictions pursuant to agreements in effect on the Closing Date and leases entered into in the ordinary course of businessdescribed on Schedule 7.3(d), (ii) restrictions pursuant to Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (iii) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital leases stock or purchase money indebtedness assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (iii) requirements imposed by applicable law, or ; (iv) encumbrances restrictions or conditions imposed by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions imposed pursuant to agreements entered into for the sale or disposition of capital stock or assets, conditions apply only to the extent property or assets securing such sale or disposition is not prohibited under this AgreementIndebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereof.

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

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