No Restrictions on Subsidiary Distributions to Borrowers. Except as provided in this Agreement, the Borrowers will not and will not permit any of 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 (a) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by any Borrower or any other Subsidiary, (b) pay any Indebtedness owed to the Borrowers or any other Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary or (d) transfer any of its property or assets to any Borrower or any other Subsidiary.
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, 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 Subsidiary's capital stock owned by a Borrower or any Subsidiary of a Borrower; (2) subject to subordination provisions, pay any indebtedness owed to a Borrower or any other Subsidiary; (3) make loans or advances to a Borrower or any other Subsidiary; or
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, the Credit Parties shall not and shall not cause or permit 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 Subsidiary's Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein the Credit Parties shall not and shall not cause or permit 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 Subsidiary’s Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or (4) transfer any of its property or assets to any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) mandatory provisions of applicable law, if any, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) any operating lease or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (vii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements entered into the ordinary course of business in connection with an Investment expressly permitted under Section 3.3 that restrict the transfer of capital stock in partnership, limited liability companies, joint ventures or similar Persons and (viii) restrictions contained in agreements for Subordinated Debt permitted under Section 3.1(f), provided, that restrictions in any such Subordinated Debt agreement shall not be more restrictive than any contained in this Agreement.
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, no Borrower shall, or cause or permit 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: (1) pay dividends or make any other distribution on any of such Subsidiary's Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, in the Senior Subordinated Notes Indenture (as in effect on the Closing Date), in the Senior Notes Indenture (as in effect on the Closing Date) and in the Holdings Notes Purchase Agreement (as in effect on the Closing Date), the Credit Parties shall not and shall not cause or permit 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 Subsidiary's Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, Borrowers will not and will not permit any of their Subsidiaries directly or indirectly to
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein or in the other Loan Documents, each Loan Party shall not, and shall not cause or permit 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: (1) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by Borrowers or any other Subsidiary; (2) pay any Indebtedness owed to Borrowers or any other Subsidiary; (3) make loans or advances to Borrowers or any other Subsidiary; or (4) transfer any of its property or assets to Borrowers or any other Subsidiary, except for, (i) with respect to clauses (1) through (4), restrictions under the Second Lien Debt Documents or any agreements entered into in connection with the issuance of Second Lien Debt permitted hereunder, (ii) with respect to clauses (1) through (4), restrictions contained in the Cargill Documents on the ability of CACV and CACV-NJ to transfer their property or assets, and (iii) with respect to clause (4), the restrictions described in clauses (i) through (v) of subsection 7.3(C).
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, the Credit Parties shall not and shall not cause or permit 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 Subsidiary’s Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or (4) transfer any of its property or assets to any Borrower or any other Subsidiary 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 Restricted Subsidiaries; (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; and (iv) restrictions on the Receivables Subsidiary, with respect to the Receivables Purchase Agreement Assets, set forth in the Receivables Purchase Agreement and related documents.
No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein, the Credit Parties shall not and shall not cause or permit 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 (other than the Loan Documents, the Indenture, the 2011 Indenture, the 2011 High Yield Notes and the 2011 Term Loan B Credit Agreement and any Permitted Refinancing with respect to any of the foregoing) on the ability of
