No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below: (1) encumbrances and restrictions contained in this Agreement and the other Credit Documents; (2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements; (3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses; (4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien; (5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7; (6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses); (7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and (8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 6 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
No Restrictions. Except as provided hereinunder the Loan Documents (including the documents governing any New Term Loans, New Revolving Credit Commitments, Extended Term Loans, Extended Revolving Credit Commitments, Refinancing Term Loans and the Replacement Revolving Credit Commitments or any documents delivered in connection with any of the foregoing or customary terms in any documentation providing for any Permitted Refinancing thereof), the Borrower will shall not, and will not nor shall it permit any Subsidiary of its Restricted 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 the Borrower or any Insured Restricted Subsidiary to: (a) pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Restricted Subsidiary, (d) transfer any of its property Property to the Borrower or any other Restricted Subsidiary, except encumbrances for restrictions on the transfer of specific Property contained in agreements relating to such Property, such as Capital Leases, purchase money contracts, Intellectual Property licenses and restrictions of the types described belowlike, or (e) guarantee the Obligations and/or grant Liens on its assets to the Collateral Agent as required by the Loan Documents; provided, however, that the foregoing shall not apply to:
(1a) restrictions and encumbrances and restrictions contained in this Agreement and existing on the other Credit DocumentsClosing Date;
(2b) customary supermajority voting provisions restrictions or encumbrances on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary so long as such restriction or encumbrance was not entered into in contemplation of such Person becoming a Restricted Subsidiary and such restrictions are limited to such Restricted Subsidiary and its Subsidiaries;
(c) restrictions or encumbrances that are contained in any agreement evidencing indebtedness of (and guarantees or pledges in respect of indebtedness of) a Restricted Subsidiary that is not a Subsidiary Guarantor, so long as such documentation only imposes restrictions on such Restricted Subsidiary (or guarantor or pledgor) that is not a Subsidiary Guarantor and any of its Restricted Subsidiaries that are not Subsidiary Guarantors and the Equity Interests in such Persons;
(d) restrictions or encumbrances that arise in connection with any sale, transfer, lease or other disposition permitted by Section 8.10, as to the assets being sold, transferred or disposed of;
(e) restrictions or encumbrances that are customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreementsagreements applicable to joint ventures not prohibited by this Agreement so long as such restrictions or encumbrances are applicable solely to such joint venture or the Equity Interests of such joint venture;
(3f) encumbrances negative pledges and restrictions required on Liens in favor of any holder of indebtedness permitted under Section 8.7 but solely to the extent any negative pledge relates to the property financed by law or secured by such indebtedness (and, for the avoidance of doubt, excluding in any regulatory authority having jurisdiction over event any indebtedness secured by a Lien junior in priority to the Liens securing the Secured Obligations) or that expressly permits Liens for the benefit of the Agents and the Lenders on a senior basis without the requirement that such Insured Subsidiary holders of such indebtedness be secured by such Liens on an equal and ratable (other than in the case of pari passu indebtedness), or any of their businessesjunior, basis;
(4g) restrictions imposed by any agreement relating to secured indebtedness permitted pursuant to Sections 8.7 and 8.8 to the extent that such restrictions apply only to the property or assets securing such indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such indebtedness and the Equity Interests in such Persons;
(h) customary restrictions in agreements governing Liens on leases, subleases, licenses or sublicenses otherwise permitted under Section 5.9 provided that hereby so long as such restrictions solely relate solely to the property assets subject to such Lienthereto;
(5i) encumbrances and restrictions contained in customary provisions restricting subletting or assignment of any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of lease governing a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7leasehold interest;
(6j) encumbrances and restrictions contained in contracts (other than relating to Debt) customary provisions restricting the assignment or transfer of any agreement entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses)business;
(7k) customary restrictions or encumbrances and restrictions contained that arise in agreements governing Debt connection with cash or other deposits permitted under Section 5.158.8 or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and
(8) l) one or more agreements governing indebtedness entered into after the Closing Date that contain encumbrances and other restrictions contained that are, taken as a whole, in the good faith judgment of the Borrower, (A) no more restrictive in any agreement material respect with respect to the Borrower or instrumentits Restricted Subsidiaries, capital stock taken as a whole, than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, if applicable, on the date on which such Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in effect on such date or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8B) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not no more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestLoan Documents.
Appears in 4 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of 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 Insured Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Subsidiary, except or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances and existing under or by reason of (i) any agreements governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) restrictions of the types described below:
(1) encumbrances and restrictions contained in or conditions imposed by any agreement relating to Liens permitted by this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect but solely to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided extent that such restrictions relate solely or conditions apply only to the property or assets subject to such permitted Lien;
, (5iii) encumbrances customary provisions in leases, licenses and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do notrestricting the assignment thereof, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7iii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrumentarrangement already binding on a Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, capital stock (iv) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (v) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, and other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained similar agreements in the predecessor agreementordinary course of business, instrument or capital stock or other equity interestwhich limitation is applicable only to the assets that are the subject of such agreements.
Appears in 3 contracts
Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary of its Restricted 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 the Borrower or any Insured Restricted Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness Indebtedness owed to the Borrower any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Restricted Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Restricted Subsidiary, except encumbrances or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ii) customary restrictions of the types described below:
(1) encumbrances and restrictions conditions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect agreements relating to the disposition or distribution sale of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder or restrictions on the encumbrance of their businesses;
specific property encumbered to secure payment of particular permitted Indebtedness; (4iv) customary restrictions any negative pledge incurred or provided in agreements governing Liens favor of any holder of Indebtedness permitted under Section 5.9 provided 8.07(b) or 8.07(u) to the extent that any such restrictions relate negative pledge relates solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement financed by or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
Indebtedness, (6v) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment customary provisions in leases and licensesother contracts restricting the assignment thereof and (vi) applicable law, rule, regulation or order (including agreements with regulatory authorities);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 3 contracts
Samples: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary to, no Loan Party shall 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 Insured Subsidiary Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Subsidiary, except encumbrances and restrictions of or (e) guarantee the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect Guaranteed Obligations and/or grant Liens on its assets to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and other similar agreements;
(3) encumbrances and restrictions required conditions imposed by law or by any regulatory authority having jurisdiction over the Loan Documents, (ii) restrictions and conditions applicable solely to a Property that is not a Borrowing Base Property or Equity Interests in a Subsidiary that is not a Loan Party which are contained in documents evidencing mortgage indebtedness relating to such Insured Subsidiary or any of their businesses;
Property that is not a Borrowing Base Property that is permitted hereunder, (4iii) customary restrictions and conditions contained in agreements governing Liens permitted under Section 5.9 relating to the sale of a Subsidiary pending such sale, provided that such restrictions relate solely and conditions apply only to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset Subsidiary that is the subject of such agreement for sale or disposition to be sold and such disposition sale is made in compliance with Section 5.7;
permitted hereunder, (6iv) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment customary provisions in leases and licenses);
other contracts restricting the assignment thereof and (7v) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or instrument, capital stock more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) the encumbrance of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestspecific assets.
Appears in 3 contracts
Samples: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.)
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of 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 Insured Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Subsidiary, or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents except for such encumbrances and restrictions existing by reason of (i) restrictions existing in the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the types described below:
capital stock or assets of such Subsidiary, (1iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances), (vi) agreements related to other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such other Indebtedness (x) are (A) customary for financing arrangements of their type or (B) not, when taken as a whole, materially more restrictive on the Loan Party or any of its applicable Subsidiaries than the encumbrances and restrictions contained in this Agreement as determined by a Responsible Officer of the Borrower in good faith and (y) expressly permit Liens for the benefit of the Administrative Agent and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions Lenders with respect to the disposition Obligations under the Loan Documents on a senior basis, or distribution of assets, each (vii) customary provisions contained in corporate charters, bylaws, stockholders’ joint venture agreements, limited liability company agreements, partnership agreements, joint venture shareholder agreements and other similar agreements;
(3) encumbrances agreements applicable to joint ventures and restrictions required other non-wholly owned entities as a result of an Investment not prohibited by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 this Agreement provided that the restrictions applicable to such restrictions relate joint venture are not made more burdensome (as reasonably determined by the Borrower in good faith), from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the property subject to extent any are in effect at such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licensestime);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 2 contracts
Samples: Credit Agreement (Performant Financial Corp), Credit Agreement (Performant Financial Corp)
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary of its Material Subsidiaries (other than the Financing 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 their ability of any Insured Subsidiary to: (ai) pay dividends or make any other distribution on any such Material Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; provided, however, that the Insurance Subsidiaries may permit such encumbrance or restriction to the extent required by any Governmental Authority, (bii) pay any indebtedness owed to the Borrower or any other such Material Subsidiary, except to the extent set forth in the GCC Operating Agreement and GCC Investment Agreement, (ciii) make loans or advances to the Borrower or any other Subsidiary or such Material Subsidiary, (div) transfer any of its property Property to the Borrower or any other Material Subsidiary, except encumbrances to the extent set forth in the GCC Operating Agreement and restrictions GCC Investment Agreement, or (v) guarantee the Obligations and/or grant Liens on its assets as required by the Loan Documents; in each case, provided, however, that in each case (x) the Borrower or its Material Subsidiaries may agree to any such restriction or encumbrance in connection with Property acquired with the proceeds of the types described below:
(1) encumbrances and restrictions contained in purchase money indebtedness or any Capital Lease permitted by this Agreement when such encumbrance or restriction by its terms is effective only against the assets subject to such Lien and (y) the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect Insurance Subsidiaries may agree to the disposition any such restriction or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions encumbrance as may be required by law or requested by any Governmental Authority having regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestjurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Unified Grocers, Inc.), Credit Agreement (Unified Grocers, Inc.)
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary 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 the Borrower or any Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s 's capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions of Subsidiary or (e) guarantee the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect Obligations and/or grant Liens on its assets to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions Administrative Agent as required by law the Loan Documents; provided, however, that this Section shall not prohibit (i) any restrictions existing under the Loan Documents, (ii) restrictions arising by reason of customary non-assignment or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions no-subletting clauses in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale leases or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business business, (iii) restrictions existing under any instrument governing Indebtedness for Borrowed Money permitted by Section 8.7(i), (iv) restrictions existing under agreements governing purchase money indebtedness or Capital Lease Obligations permitted by Section 8.7(b) that do notimpose restrictions solely on the property so acquired, improved, repaired or constructed, (v) restrictions due to Liens on assets permitted by Section 8.8 solely to the extent such restrictions apply to assets subject to such Lien, and (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the aggregate, detract from the value disposition permitted by Section 8.10 of all or substantially all of the property capital stock or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestsuch Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (CalAmp Corp.)
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of its Restricted 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 Insured Loan Party or any Restricted Subsidiary to: (a) pay dividends or make any other 744209099 20664705 distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Restricted Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Restricted Subsidiary, except encumbrances or (e) guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions of and conditions existing on the types described below:
date hereof identified on Schedule 7.10 (1but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ii) encumbrances customary restrictions and restrictions conditions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect agreements relating to the disposition or distribution sale of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured a Restricted Subsidiary or any of their businesses;
assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (4iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder and (iv) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that contracts restricting the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestassignment thereof.
Appears in 1 contract
Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)
No Restrictions. Except as provided hereinunder the Loan Documents (including the documents governing any New Term Loans, New Revolving Credit Commitments, Extended Term Loans, Extended Revolving Credit Commitments, Refinancing Term Loans and the Replacement Revolving Credit Commitments or any documents delivered in connection with any of the foregoing or customary terms in any documentation providing for any Permitted Refinancing thereof), the Borrower will shall not, and will not nor shall it permit any Subsidiary of 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 the Borrower or any Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances for restrictions on the transfer of specific Property contained in agreements relating to such Property, such as Capital Leases, purchase money contracts, Intellectual Property licenses and restrictions of the types described belowlike, or (e) guarantee the Obligations and/or grant Liens on its assets to the Collateral Agent as required by the Loan Documents; provided, however, that the foregoing shall not apply to:
(1a) restrictions and encumbrances and restrictions contained in this Agreement and existing on the other Credit DocumentsClosing Date;
(2b) customary supermajority voting provisions restrictions or encumbrances on a Subsidiary at the time such Subsidiary first becomes a Subsidiary so long as such restriction or encumbrance was not entered into in contemplation of such Person becoming a Subsidiary and such restrictions are limited to such Subsidiary and its Subsidiaries;
(c) restrictions or encumbrances that are contained in any agreement evidencing indebtedness of (and guarantees or pledges in respect of indebtedness of) a Subsidiary that is not a Subsidiary Guarantor, so long as such documentation only imposes restrictions on such Subsidiary (or guarantor or xxxxxxx) that is not a Subsidiary Guarantor and any of its Subsidiaries that are not Subsidiary Guarantors and the Equity Interests in such Persons;
(d) restrictions or encumbrances that arise in connection with any sale, transfer, lease or other disposition permitted by Section 8.10, as to the assets being sold, transferred or disposed of;
(e) restrictions or encumbrances that are customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreementsagreements applicable to joint ventures not prohibited by this Agreement so long as such restrictions or encumbrances are applicable solely to such joint venture or the Equity Interests of such joint venture;
(3f) encumbrances negative pledges and restrictions required on Liens in favor of any holder of indebtedness permitted under Section 8.7 but solely to the extent any negative pledge relates to the property financed by law or secured by such indebtedness (and, for the avoidance of doubt, excluding in any regulatory authority having jurisdiction over event any indebtedness secured by a Lien junior in priority to the Liens securing the Secured Obligations) or that expressly permits Liens for the benefit of the Agents and the Lenders on a senior basis without the requirement that such Insured Subsidiary holders of such indebtedness be secured by such Liens on an equal and ratable (other than in the case of pari passu indebtedness), or any of their businessesjunior, basis;
(4g) restrictions imposed by any agreement relating to secured indebtedness permitted pursuant to Sections 8.7 and 8.8 to the extent that such restrictions apply only to the property or assets securing such indebtedness or to the Subsidiaries incurring or guaranteeing such indebtedness and the Equity Interests in such Persons;
(h) customary restrictions in agreements governing Liens on leases, subleases, licenses or sublicenses otherwise permitted under Section 5.9 provided that hereby so long as such restrictions solely relate solely to the property assets subject to such Lienthereto;
(5i) encumbrances and restrictions contained in customary provisions restricting subletting or assignment of any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of lease governing a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7leasehold interest;
(6j) encumbrances and restrictions contained in contracts (other than relating to Debt) customary provisions restricting the assignment or transfer of any agreement entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses)business;
(7k) customary restrictions or encumbrances and restrictions contained that arise in agreements governing Debt connection with cash or other deposits permitted under Section 5.158.8 or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and
(8) l) one or more agreements governing indebtedness entered into after the Closing Date that contain encumbrances and other restrictions contained that are, taken as a whole, in the good faith judgment of the Borrower, (A) no more restrictive in any agreement material respect with respect to the Borrower or instrumentits Subsidiaries, capital stock taken as a whole, than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, if applicable, on the date on which such Subsidiary became a Subsidiary pursuant to agreements and instruments in effect on such date or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8B) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not no more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary 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 the Borrower or any Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions or (e) guarantee the Obligations and/or grant Liens on its assets to the Administrative Agent for the benefit of the types described belowLenders, except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect on the date hereof and restrictions contained in listed on Schedule 8.21;
(2) this Agreement and the other Credit Loan Documents;
(23) any Legal Requirement;
(4) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;
(5) agreements relating to any Lien otherwise permitted to be incurred pursuant to Section 8.8 that limit the right of the debtor to dispose of the assets subject to such Lien;
(6) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(47) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions provisions restricting assignment contained in any merger agreement or any agreement for the sale or leases, subleases, licenses and other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15agreements; and
(8) encumbrances customary restrictions and restrictions conditions contained in any agreement or instrumentrelating to the sale, capital stock transfer, lease or other equity interest that amendsdisposition of any asset permitted hereby pending the consummation of such sale, modifiestransfer, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock lease or other equity interestdisposition.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s 's capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ ' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 6.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.76.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15Permitted Subordinated Debt; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.the
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary 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 the Borrower or any Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except or (e) to guarantee the Post-Petition Obligations and/or grant Liens on its assets to the DIP Agent as required by the Financing Orders and the Loan Documents. The provisions of this Section 8.20 will not apply to encumbrances and restrictions of the types described belowexisting under or by reason of:
(1i) encumbrances and restrictions contained in this Agreement and any agreement governing any indebtedness permitted by Section 8.7(b) restricting the other Credit Documentsvoluntary transfer of the Property subject to a Lien permitted by Section 8.8(d) that secures such indebtedness;
(2ii) mandatory provisions of applicable law to the extent not stayed, pre-empted, over-rxxxx, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(iii) customary supermajority voting provisions and other restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary;
(iv) customary provisions with respect restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business, but only to the disposition extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-rxxxx, superseded or distribution otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(v) any holder of assetsa Lien permitted by Sections 8.8(c)(ii), each (d), (e), (l), (m), (n), (o), (p), (r), (u), (v), (w), (x) and (y) restricting the voluntary transfer of the Property subject thereto;
(vi) customary restrictions and conditions contained in corporate chartersany agreement relating to the sale of any Property permitted under Section 8.10 pending the consummation of such sale or in leases, bylawssubleases, stockholders’ license or sub-licenses relating to the assets covered thereby in each case restricting the voluntary transfer of the property subject thereto;
(vii) customary provisions in partnership agreements, limited liability company agreementsorganizational governance documents, partnership agreements, joint venture asset sale and stock sale agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do notrestrict the transfer of ownership interests in such partnership, limited liability company or similar Person, but only to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-rxxxx, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the aggregateChapter 11 Cases;
(viii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, detract from pre-empted, over-rxxxx, superseded or otherwise modified by the value Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(ix) customary provisions in joint venture agreements and similar agreements applicable to joint ventures relating solely to such joint venture, but only to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-rxxxx, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(x) restrictions contained in the Avicola Pre-Petition Credit Agreement of the property type described in subsections (a), (b), (c) and (d) of this Section 8.20 that apply only to Avicola and its Subsidiaries and their respective Property, but only for so long as the Avicola Pre-Petition Credit Agreement is in effect or assets of any Avicola Pre-Petition Obligations remain outstanding;
(xi) customary restrictions imposed on Pilgrim’s Pride Funding Corporation in connection with the Receivables Purchase Agreement;
(xii) contractual encumbrances or restrictions in effect on the Petition Date on the Non-debtor Subsidiaries’ ability to pay dividends and other payments to the Borrower or any Subsidiary in of its Subsidiaries, and any material manner (includingamendments, without limitationmodifications, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrumentrestatements, capital stock or other equity interest that amends, modifies, restates, renewsrenewals, increases, supplements, refundsrefundings, replaces, extends replacements or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided refinancings that the encumbrances or restrictions set forth therein are not more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements in effect on the predecessor agreement, instrument or capital stock or other equity interestPetition Date.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Pilgrims Pride Corp)
No Restrictions. Except as provided hereinherein or in any other Loan Document, the no Borrower will notshall, and will not nor shall it permit any Subsidiary Credit Party to, directly or indirectly indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Insured Subsidiary Credit Party (other than Parent) to: :
(a) pay dividends or make any other distribution distributions on its Capital Stock to any Subsidiary’s capital stock Credit Party, or other equity interests owned by the Borrower or with respect to any other Subsidiaryinterest or participation in, (b) or measured by, its profits, or pay any indebtedness owed to the Borrower or any other Subsidiary, Credit Party;
(cb) make loans or advances to the Borrower any Credit Party or repay any other Subsidiary of such loans or advances;
(dc) sell, lease or transfer any of its property properties or assets to any Credit Party; or
(d) guarantee some or all of the Obligations and/or grant Liens on its assets to the Borrower Administrative Agent as required by the Loan Documents. However, the preceding restrictions will not apply to encumbrances or any other Subsidiary, except encumbrances and restrictions of the types described belowexisting under or by reason of:
(1i) encumbrances agreements as in effect on the Closing Date, including the Indenture and the agreements delivered in connection therewith, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not otherwise prohibited by any Loan Document or the Intercreditor Agreement and are not materially more restrictive, taken as a whole, as determined by the board of directors of Parent in its reasonable good faith judgment, with respect to such dividend and other restrictions than those contained in those agreements on the Closing Date;
(ii) agreements governing other Indebtedness for Borrowed Money permitted to be incurred under this Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements not otherwise prohibited by any Loan Document or the Intercreditor Agreement; provided that the restrictions therein are not materially more restrictive, taken as a whole, as determined by the board of directors of Parent in its reasonable good faith judgment, than those contained in this Agreement and the other Credit DocumentsAgreement;
(2iii) customary supermajority voting provisions and other customary provisions with respect to the disposition applicable law, rule, regulation or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreementsorder;
(3iv) encumbrances and restrictions required by law any agreement or instrument governing Indebtedness for Borrowed Money or Capital Stock of a Person acquired by any regulatory authority having jurisdiction over Credit Party in a Permitted Acquisition as in effect at the time of such Insured Subsidiary acquisition (except to the extent such Indebtedness for Borrowed Money or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of their businessesany Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness for Borrowed Money, such Indebtedness for Borrowed Money was permitted by the terms of this Agreement to be incurred;
(4v) customary restrictions non-assignment provisions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to contracts and licenses entered into in the property subject to such Lienordinary course of business;
(5vi) encumbrances purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions contained on the property purchased or leased of the nature described in any merger agreement or clause (c) of the preceding paragraph;
(vii) any agreement for the sale or other disposition of an asset, including, without limitation, all or substantially all of the capital stock Capital Stock or assets of a Domestic Subsidiary that restricts distributions by that Domestic Subsidiary pending its sale or other equity interest disposition;
(viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness for Borrowed Money being refinanced;
(ix) Permitted Liens that limit the right of a Subsidiarythe debtor to dispose of the assets subject to such Liens;
(x) provisions limiting the disposition or distribution of assets or property in joint venture agreements, providedasset sale agreements, that such restriction is limited sale-leaseback agreements, stock sale agreements and other similar agreements (in each case to the asset extent otherwise permitted hereunder) entered into with the approval of Parent’s board of directors, which limitation is applicable only to the assets that is are the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7agreements;
(6xi) encumbrances any agreement or instrument relating to any property, asset or business acquired by any Credit Party in a Permitted Acquisition as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any property, asset or business other than the properties, assets or businesses so acquired;
(xii) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and restrictions contained in contracts (other than relating to Debt) agreements entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15business; and
(8) encumbrances and xiii) restrictions contained in any agreement or instrument, capital stock on cash or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends deposits or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained net worth imposed by customers under contracts entered into in the predecessor agreement, instrument or capital stock or other equity interestordinary course of business.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock Capital Stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) sell, lease or transfer any of its property or assets to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1i) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3iii) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4iv) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5v) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock Capital Stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6vi) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment non‑assignment provisions in leases and licenses);
(7vii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.155.14;
(viii) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets so acquired;
(ix) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Qualified Securitization Entity, or with respect to any Securitization Assets, which encumbrance or restriction is not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets;
(x) encumbrances and restrictions contained in customary lock-up agreements entered into in connection with a proposed sale or issuance of Capital Stock or other equity interest;
(xi) customary encumbrances and restrictions contained in swap contracts and Derivative Obligations;
(xii) encumbrances and restrictions arising out of Preferred Interests relating to the payment of dividends and distributions with respect to other Capital Stock; and
(8) xiii) encumbrances and restrictions contained in any agreement or instrument, capital stock Capital Stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock Capital Stock or equity interest described in clauses (1)-(8i)‑(xii) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock Capital Stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided hereinherein or in the other Loan Documents, the Borrower will shall not, and will not nor shall it permit any Subsidiary of 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 the Borrower or any Insured Subsidiary of its Subsidiaries to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions (e) encumber any of its Property with Liens or (f) guarantee the types described belowObligations and/or grant Liens on its assets to the Administrative Agent; provided, however, that so long as no Default or Event of Default exists, this Section shall not apply to nor operate to prevent:
(1a) encumbrances and or restrictions contained in this Agreement and existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the other Credit DocumentsBorrower or its Subsidiaries;
(2b) encumbrances or restrictions existing under this Agreement or as contemplated in the Offering Memorandum;
(c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;
(d) encumbrances or restrictions existing under agreements existing on the date of this Agreement as in effect on that date;
(e) restrictions on additional Liens and the transfer of assets subject to any Lien permitted under this Agreement as imposed by the holder of such Liens;
(f) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Agreement to any Person pending the closing of such sale;
(g) any instrument governing indebtedness or any other agreement of any acquired Person, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired;
(h) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assetsin leases, each contained in corporate charters, bylaws, stockholders’ partnership agreements, limited liability company agreements, partnership agreementsorganizational governance documents, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do notrestrict (i) the transfer of leasehold interests or ownership interest in such partnership, limited liability company, joint venture or similar Person, (ii) in the aggregatecase of a Partial Subsidiary, detract from the value transfer or distribution of the property or assets of such Subsidiary or the Borrower creation of Liens on the Property of such entity, or any Subsidiary in any material manner (including, without limitation, noniii) other related-assignment provisions in leases and licenses)party transactions;
(7i) customary encumbrances and or restrictions contained in agreements governing Debt permitted imposed under any indebtedness (or refinancings thereof) of a Subsidiary incurred pursuant to Section 5.158.7 hereof; and
(8) encumbrances and j) restrictions contained in any agreement or instrument, capital stock on cash or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends deposits or refinances any agreement, instrument net worth imposed by suppliers or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained landlords under contracts entered into in the predecessor agreement, instrument or capital stock or other equity interestordinary course of business.
Appears in 1 contract
No Restrictions. Except as provided hereinherein or in the other Loan Documents, the Borrower will shall not, and will not nor shall it permit any Subsidiary of 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 the Borrower or any Insured Subsidiary of its Subsidiaries to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions (e) encumber any of its Property with Liens or (f) guarantee the types described belowObligations and/or grant Liens on its assets to the Administrative Agent; provided, however, that so long as no Default or Event of Default exists, this Section shall not apply to nor operate to prevent:
(1a) encumbrances and or restrictions contained in this Agreement and existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the other Credit DocumentsBorrower or its Subsidiaries;
(2b) encumbrances or restrictions existing under this Agreement or as contemplated in the Trust Indenture;
(c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;
(d) encumbrances or restrictions existing under agreements existing on the date of this Agreement as in effect on that date;
(e) restrictions on additional Liens and the transfer of assets subject to any Lien permitted under this Agreement as imposed by the holder of such Liens;
(f) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Agreement to any Person pending the closing of such sale;
(g) any instrument governing indebtedness or any other agreement of any acquired Person, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired;
(h) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assetsin leases, each contained in corporate charters, bylaws, stockholders’ partnership agreements, limited liability company agreements, partnership agreementsorganizational governance documents, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do notrestrict (i) the transfer of leasehold interests or ownership interest in such partnership, limited liability company, joint venture or similar Person, (ii) in the aggregatecase of a Partial Subsidiary, detract from the value transfer or distribution of the property or assets of such Subsidiary or the Borrower creation of Liens on the Property of such entity, or any Subsidiary in any material manner (including, without limitation, noniii) other related-assignment provisions in leases and licenses)party transactions;
(7i) customary encumbrances and or restrictions contained in agreements governing Debt permitted imposed under any indebtedness (or refinancings thereof) of a Subsidiary incurred pursuant to Section 5.158.7 hereof; and
(8) encumbrances and j) restrictions contained in any agreement or instrument, capital stock on cash or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends deposits or refinances any agreement, instrument net worth imposed by suppliers or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained landlords under contracts entered into in the predecessor agreement, instrument or capital stock or other equity interestordinary course of business.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of 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 Insured Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Subsidiary, except or (e) guarantee the Obligations and/or grant Liens on its assets to the Administrative Agent s required by the Loan Documents; provided that the foregoing shall not apply to encumbrances and or restrictions of the types described below:
existing under or by reason of: (1i) encumbrances and restrictions contained in agreements entered into with respect to any sale, transfer or other disposition permitted by this Agreement and the applicable solely to assets subject to such sale, transfer or other Credit Documents;
disposition, (2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
agreements applicable to joint ventures permitted by this Agreement and applicable solely to such joint venture, (3iii) encumbrances and restrictions required agreements evidencing secured Indebtedness permitted under Section 7.7 hereof, but solely to the extent any such encumbrance or restriction relates to the property financed by law or by any regulatory authority having jurisdiction over subject to such Insured Subsidiary or any of their businesses;
secured Indebtedness, (4iv) customary restrictions in easements, rights of way, leases, subleases, licenses or asset sale agreements governing Liens otherwise permitted under Section 5.9 provided that hereby so long as such restrictions relate solely to the property assets subject to such Lien;
thereto, (5v) encumbrances and restrictions contained in customary provisions restricting assignment of any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) rights thereunder entered into in the ordinary course of business that do notbusiness, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7vi) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestapplicable Legal Requirements.
Appears in 1 contract
Samples: Credit Agreement (Northern Star Investment Corp. II)
No Restrictions. Except as provided herein, the Borrower ADSC will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s 's capital stock or other equity interests owned by the Borrower ADSC or any other Subsidiary, (b) pay any indebtedness owed to the Borrower ADSC or any other Subsidiary, (c) make loans or advances to the Borrower ADSC or any other Subsidiary or (d) transfer any of its property to the Borrower ADSC or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ ' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 6.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.76.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower ADSC or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15Permitted Subordinated Debt; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Pledged Subsidiary 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 Insured Loan Party or Pledged Subsidiary to: (a) pay dividends or make any other distribution on any Pledged Subsidiary’s capital stock or other equity interests owned by the Borrower or any other SubsidiaryLoan Party, (b) pay any indebtedness owed to the Borrower a Loan Party or any other Pledged Subsidiary, (c) make loans or advances to the Borrower a Loan Party or any other Subsidiary or Pledged Subsidiary, (d) transfer any of its property Property to a Loan Party or Pledged Subsidiary, or (e) guarantee the Obligations, and/or grant Liens on its assets to the Borrower Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of: (i) agreements entered into with respect to any sale, transfer or other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in disposition permitted by this Agreement and the applicable solely to assets under such sale, transfer or other Credit Documents;
disposition, (2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
agreements applicable to joint ventures permitted by this Agreement and applicable solely to such joint venture, (3iii) encumbrances negative pledges and restrictions required by law or by on Liens in favor of any regulatory authority having jurisdiction over such Insured Subsidiary or any holder of their businesses;
(4) customary restrictions in agreements governing Liens Indebtedness permitted under Section 5.9 provided that such restrictions relate 8.7, but solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in extent any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited negative pledge relates to the asset that is property financed by or the subject of such Indebtedness, (iv) customary restrictions on easements, rights of way, leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (v) restrictions imposed by any agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debtsecured Indebtedness permitted pursuant to Section 8.7 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (vi) customary provisions restricting assignment of any agreement or any rights thereunder entered into in the ordinary course of business that do notbusiness, in or (vii) any restriction imposed by or arising under the aggregateCES Credit Agreement, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7viii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestapplicable Legal Requirements.
Appears in 1 contract
Samples: Credit Agreement (Cowen Inc.)
No Restrictions. Except as provided hereinThere are no settlements, the Borrower will notforbearances to xxx, and will not permit any Subsidiary toconsents, directly judgments or indirectly create orders that do or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Insured Subsidiary tomay: (ai) pay dividends restrict Seller’s or make its Subsidiaries’ rights to use any other distribution on Non-North America Intellectual Property; (ii) restrict the conduct of the Non-North America Business in order to accommodate a third party’s Intellectual Property, including entering into any Subsidiary’s capital stock agreement under which Seller or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property Subsidiaries has granted any covenant not to the Borrower xxx, assert or exploit any other Subsidiary, except encumbrances and restrictions Intellectual Property right of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary Seller or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted its Subsidiaries, or entering into any agreement under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement which Seller or any agreement of its Subsidiaries has granted any person the right to bring a lawsuit for the sale infringement or other disposition misappropriation of an assetany Non-North America Intellectual Property, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited (iii) permit third parties to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (use any Non-North America Intellectual Property other than relating to Debt) entered into existing License Agreements set forth in the ordinary course of business that do notSeller Disclosure Letter, in or (iv) permit the aggregate, detract from the value rights of the property Seller or assets of the Borrower or any its Subsidiary in any material manner (includingNon-North America Intellectual Property to lapse or enter the public domain. Each item of Seller Intellectual Property included in the Transferred Assets is free and clear of any liens, without limitationexcept for the License Agreements as set forth in Section 4.7(b) of the Seller Disclosure Letter and Seller’s standard form end user agreements. Seller has provided to Purchaser a true and complete copy of form end user agreements. Seller has not transferred ownership of, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in or entered into any agreement under which it has Seller’s the obligation to transfer any ownership of, or instrumentgranted any exclusive license to use or distribute (or entered into any agreement under which it has the obligation to grant any exclusive license to use or distribute), capital stock or other equity interest that amendsauthorized the retention of any exclusive rights to use or joint ownership of, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestNon-North America Intellectual Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seachange International Inc)
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) sell, lease or transfer any of its property or assets to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.155.14;
(8) any encumbrance or restriction contained in any agreement, instrument or capital stock or other equity interest of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets so acquired;
(9) any encumbrance or restriction contained in any agreement, instrument or capital stock or other equity interest of a Qualified Securitization Entity, or with respect to any Securitization Assets, which encumbrance or restriction is not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets;
(10) encumbrances and restrictions contained in customary lock-up agreements entered into in connection with a proposed sale or issuance of capital stock or other equity interest;
(11) customary encumbrances and restrictions contained in swap contracts and Derivative Obligations;
(12) encumbrances and restrictions arising out of Preferred Interests relating to the payment of dividends and distributions with respect to other Capital Interests; and
(8) 13) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(81)-(12) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock 's Capital Stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) sell, lease or transfer any of its property or assets to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1i) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ ' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3iii) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4iv) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5v) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock Capital Stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6vi) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment non‑assignment provisions in leases and licenses);
(7vii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.155.14;
(viii) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets so acquired;
(ix) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Qualified Securitization Entity, or with respect to any Securitization Assets, which encumbrance or restriction is not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets;
(x) encumbrances and restrictions contained in customary lock-up agreements entered into in connection with a proposed sale or issuance of Capital Stock or other equity interest;
(xi) customary encumbrances and restrictions contained in swap contracts and Derivative Obligations;
(xii) encumbrances and restrictions arising out of Preferred Interests relating to the payment of dividends and distributions with respect to other Capital Stock; and
(8) xiii) encumbrances and restrictions contained in any agreement or instrument, capital stock Capital Stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock Capital Stock or equity interest described in clauses (1)-(8i)‑(xii) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock Capital Stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and Agreement, the other Credit Documents, the Existing Credit Agreements and the other “Credit Documents” (as such term is defined in each of the Existing Credit Agreements);
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 6.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.76.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15Permitted Subordinated Debt; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of 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 Insured Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Subsidiary, (b) pay any indebtedness Indebtedness owed to the Borrower any Loan Party or any other Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Subsidiary, except encumbrances and restrictions of or (e) guarantee the types described below:
Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents other than (1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2i) customary supermajority voting provisions and restrictions on assignment or transfer of any specified Property or asset set forth in an asset sale agreement or similar contract for the conveyance of such Property or asset, (ii) any agreement, instrument or other document evidencing a Lien (or the Indebtedness secured thereby) permitted hereby restricting (on customary provisions terms) the transfer of any Property or assets subject thereto, (iii) customary restrictions on dispositions of real property interests found in reciprocal easement agreements, (iv) customary restrictions in agreements for the sale or acquisition of assets on the transfer, encumbrance or other action with respect to such assets during an interim period prior to the disposition closing of the sale or distribution acquisition of such assets, each contained (v) customary restrictions in corporate charterscontracts that prohibit the assignment of such contract, bylaws, stockholders’ (vi) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, joint venture agreements stockholders agreements, other organizational documents and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 ; provided that no such restrictions relate solely shall prohibit or otherwise impair the ability of a Loan Party to grant Liens to the Administrative Agent on property subject otherwise qualifying as Collateral or to pay the Obligations, (vii) any negative pledge incurred or provided in favor of any holder of any secured Indebtedness permitted hereunder if such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited conditions apply only to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets subject to such Indebtedness, or (viii) pursuant to any guarantees of the Borrower or any Subsidiary type otherwise permitted in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestAgreement.
Appears in 1 contract
Samples: Credit Agreement (Shimmick Corp)
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock Capital Stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) sell, lease or transfer any of its property or assets to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1i) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3iii) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4iv) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5v) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock Capital Stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6vi) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment non‑assignment provisions in leases and licenses);
(7vii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.155.14;
(viii) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets so acquired;
(ix) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Qualified Securitization Entitycreated in connection with any Funding Debt, or with respect to any SecuritizationFunding Assets, which encumbrance or restriction is notor applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets;Funding Entity formed in connection therewith (including encumbrances and restrictions on Subsidiaries other than the Funding Entities related to such Funding Debt);
(x) encumbrances and restrictions contained in customary lock-up agreements entered into in connection with a proposed sale or issuance of Capital Stock or other equity interest;
(xi) customary encumbrances and restrictions contained in swap contracts and Derivative Obligations;
(xii) encumbrances and restrictions arising out of Preferred Interests relating to the payment of dividends and distributions with respect to other Capital Stock; and
(8) xiii) encumbrances and restrictions contained in any agreement or instrument, capital stock Capital Stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock Capital Stock or equity interest described in clauses (1)-(8i)‑(xii) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock Capital Stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided hereinThere are no settlements, the Borrower will notforbearances to xxx, and will not permit any Subsidiary toconsents, directly judgments or indirectly create orders that do or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Insured Subsidiary tomay: (ai) pay dividends restrict Seller's or make its Subsidiaries' rights to use any other distribution on Non-North America Intellectual Property; (ii) restrict the conduct of the Non-North America Business in order to accommodate a third party's Intellectual Property, including entering into any Subsidiary’s capital stock agreement under which Seller or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property Subsidiaries has granted any covenant not to the Borrower xxx, assert or exploit any other Subsidiary, except encumbrances and restrictions Intellectual Property right of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary Seller or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted its Subsidiaries, or entering into any agreement under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement which Seller or any agreement of its Subsidiaries has granted any person the right to bring a lawsuit for the sale infringement or other disposition misappropriation of an assetany Non-North America Intellectual Property, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited (iii) permit third parties to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (use any Non-North America Intellectual Property other than relating to Debt) entered into existing License Agreements set forth in the ordinary course of business that do notSeller Disclosure Letter, in or (iv) permit the aggregate, detract from the value rights of the property Seller or assets of the Borrower or any its Subsidiary in any material manner (includingNon-North America Intellectual Property to lapse or enter the public domain. Each item of Seller Intellectual Property included in the Transferred Assets is free and clear of any liens, without limitationexcept for the License Agreements as set forth in Section 4.7(b) of the Seller Disclosure Letter and Seller's standard form end user agreements. Seller has provided to Purchaser a true and complete copy of form end user agreements. Seller has not transferred ownership of, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in or entered into any agreement under which it has Seller's the obligation to transfer any ownership of, or instrumentgranted any exclusive license to use or distribute (or entered into any agreement under which it has the obligation to grant any exclusive license to use or distribute), capital stock or other equity interest that amendsauthorized the retention of any exclusive rights to use or joint ownership of, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestNon-North America Intellectual Property.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock Capital Stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) sell, lease or transfer any of its property or assets to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1i) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2ii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3iii) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4iv) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5v) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock Capital Stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6vi) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7vii) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.155.14;
(viii) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Person, or with respect to any property or asset, acquired after the Effective Date (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or any property or assets, as applicable, other than the Person, or the property or assets so acquired;
(ix) any encumbrance or restriction contained in any agreement, instrument or Capital Stock or other equity interest of a Qualified Securitization Entity, or with respect to any Securitization Assets, which encumbrance or restriction is not applicable to any Person, or any assets, as applicable, other than such Qualified Securitization Entity or such Securitization Assets;
(x) encumbrances and restrictions contained in customary lock-up agreements entered into in connection with a proposed sale or issuance of Capital Stock or other equity interest;
(xi) customary encumbrances and restrictions contained in swap contracts and Derivative Obligations;
(xii) encumbrances and restrictions arising out of Preferred Interests relating to the payment of dividends and distributions with respect to other Capital Stock; and
(8) xiii) encumbrances and restrictions contained in any agreement or instrument, capital stock Capital Stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock Capital Stock or equity interest described in clauses (1)-(8i)-(xii) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock Capital Stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law laws, rules and regulations relating to Insured Subsidiaries or by any plan, memorandum or agreement with, or any order, request or directive from, or by, any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will notno Loan Party shall, and will not nor shall it permit any Subsidiary of its Restricted 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 Insured Loan Party or any Restricted Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by the Borrower such Loan Party or any other Restricted Subsidiary, (b) pay any indebtedness Indebtedness owed to the Borrower any Loan Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Restricted Subsidiary, (d) transfer any of its property Property to the Borrower any Loan Party or any other Restricted Subsidiary, except encumbrances or (e) guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions existing on the date hereof identified on Schedule 8.21 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ii) customary restrictions of the types described below:
(1) encumbrances and restrictions conditions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect agreements relating to the disposition or distribution sale of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured a Restricted Subsidiary or any assets pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder or restrictions on the encumbrance of their businesses;
specific property encumbered to secure payment of particular permitted Indebtedness; (4iv) customary restrictions any negative pledge incurred or provided in agreements governing Liens favor of any holder of Indebtedness permitted under Section 5.9 provided 8.7(b) or 8.7(u) to the extent that any such restrictions relate negative pledge relates solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement financed by or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
Indebtedness, (6v) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment customary provisions in leases and licensesother contracts restricting the assignment thereof and (vi) applicable law, rule, regulation or order (including agreements with regulatory authorities);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
Samples: Credit Agreement (Envestnet, Inc.)
No Restrictions. Except as provided hereinherein and other than (a) under the Parent Credit Agreement, the Parent Senior Secured Notes Indenture and any other restriction in existence on the Closing Date, (b) restrictions imposed by applicable law or any applicable rule, regulation or order, (c) customary restrictions on joint ventures or interests therein arising from joint venture agreements, (d) restrictions imposed by the holder of any Lien permitted by Section 8.8 on the transfer of the asset or assets subject thereto, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan or a Borrower will notSubsidiary, (f) customary provisions restricting assignment of any agreement entered into by any Loan Party or a Borrower Subsidiary, (g) any customary restrictions with respect to a Borrower Subsidiary or other Property imposed pursuant to an agreement that has been entered into relating to the sale of all or substantially all of the equity interests or assets of such Borrower Subsidiary or any other Property permitted under Section 8.10 pending the consummation of such sale, (h) restrictions imposed on the ability of KCA to make dividends pursuant to the KCA Amended LLC Agreement and will (i) restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the date of this Agreement pursuant to Section 8.7, the Parent Credit Agreement or the Parent Senior Secured Notes Indenture that are not materially less favorable to the Borrowers, taken as a whole, than the restrictions contained in this Agreement or than is customary in comparable financings (as determined in good faith by the Borrowers), no Loan Party shall, nor shall it permit any Subsidiary of the Borrower 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 Insured Subsidiary Loan Party or any of the Borrower Subsidiaries to: (a) pay dividends or make any other distribution on any Borrower Subsidiary’s capital stock or other equity interests owned by the any Loan Party or Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Borrower Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Borrower Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary Loan Party or any of their businesses;
Borrower Subsidiary, or (4e) customary restrictions in agreements governing guarantee the Obligations, and/or grant Liens permitted under Section 5.9 provided that such restrictions relate solely on its assets to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for Collateral Agent as required by the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestLoan Documents.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, or (e) guarantee the Obligations as required by the Loan Documents, except for such encumbrances and or restrictions existing under or by reason of the types described below:
(1i) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
applicable law, (2ii) customary supermajority voting non-assignment provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale leases or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) agreements entered into in the ordinary course of business that do notbusiness, (iii) customary restrictions in the aggregate, detract from the value security agreements or mortgages securing Indebtedness for Borrowed Money of the property Borrower or assets any of its Subsidiaries, or any Capital Lease, of the Borrower or any Subsidiary to the extent such restrictions shall only restrict the transfer of the Property subject to such agreement, mortgage or Capital Lease, (iv) restrictions in agreements Table of Contents
(1) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest or (2) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder, and (x) any extensions, renewals, refinancings or replacements of any of the foregoing that are no less favorable in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time respect to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive Lenders than those contained restrictions that are then in the predecessor agreementeffect and are being extended, instrument refinanced, renewed or capital stock or other equity interestreplaced.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
No Restrictions. Except as provided herein, the Borrower will not, and will not permit any Subsidiary 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 Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s 's capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer any of its property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ ' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 6.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.76.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15Permitted Subordinated Debt; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interest.
Appears in 1 contract
No Restrictions. Except as provided herein, the Borrower will shall not, and will not nor shall it permit any Subsidiary 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 the Borrower or any Insured Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except or (e) to guarantee the Post-Petition Obligations and/or grant Liens on its assets to the DIP Agent as required by the Financing Orders and the Loan Documents. The provisions of this Section 8.20 will not apply to encumbrances and restrictions of the types described belowexisting under or by reason of:
(1i) encumbrances and restrictions contained in this Agreement and any agreement governing any indebtedness permitted by Section 8.7(b) restricting the other Credit Documentsvoluntary transfer of the Property subject to a Lien permitted by Section 8.8(d) that secures such indebtedness;
(2ii) mandatory provisions of applicable law to the extent not stayed, pre-empted, over-ridden, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(iii) customary supermajority voting provisions and other restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary;
(iv) customary provisions with respect restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business, but only to the disposition extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-ridden, superseded or distribution otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(v) any holder of assetsa Lien permitted by Sections 8.8(c)(ii), each (d), (e), (l), (m), (n), (o), (p), (r), (u), (v), (w), (x) and (y) restricting the voluntary transfer of the Property subject thereto;
(vi) customary restrictions and conditions contained in corporate chartersany agreement relating to the sale of any Property permitted under Section 8.10 pending the consummation of such sale or in leases, bylawssubleases, stockholders’ license or sub-licenses relating to the assets covered thereby in each case restricting the voluntary transfer of the property subject thereto;
(vii) customary provisions in partnership agreements, limited liability company agreementsorganizational governance documents, partnership agreements, joint venture asset sale and stock sale agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary or any of their businesses;
(4) customary restrictions in agreements governing Liens permitted under Section 5.9 provided that such restrictions relate solely to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do notrestrict the transfer of ownership interests in such partnership, limited liability company or similar Person, but only to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-ridden, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the aggregateChapter 11 Cases;
(viii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, detract from pre-empted, over-ridden, superseded or otherwise modified by the value Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(ix) customary provisions in joint venture agreements and similar agreements applicable to joint ventures relating solely to such joint venture, but only to the extent such restrictions are enforceable under mandatory provisions of applicable law and to the extent not stayed, pre-empted, over-ridden, superseded or otherwise modified by the Bankruptcy Code, the Financing Orders and any other orders that may be entered by the Bankruptcy Court in the Chapter 11 Cases;
(x) restrictions contained in the Avicola Pre-Petition Credit Agreement of the property type described in subsections (a), (b), (c) and (d) of this Section 8.20 that apply only to Avicola and its Subsidiaries and their respective Property, but only for so long as the Avicola Pre-Petition Credit Agreement is in effect or assets of any Avicola Pre-Petition Obligations remain outstanding;
(xi) customary restrictions imposed on Pilgrim’s Pride Funding Corporation in connection with the Receivables Purchase Agreement;
(xii) contractual encumbrances or restrictions in effect on the Petition Date on the Non-debtor Subsidiaries’ ability to pay dividends and other payments to the Borrower or any Subsidiary in of its Subsidiaries, and any material manner (includingamendments, without limitationmodifications, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrumentrestatements, capital stock or other equity interest that amends, modifies, restates, renewsrenewals, increases, supplements, refundsrefundings, replaces, extends replacements or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided refinancings that the encumbrances or restrictions set forth therein are not more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements in effect on the predecessor agreement, instrument or capital stock or other equity interestPetition Date.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Pilgrims Pride Corp)
No Restrictions. Except as provided hereinherein and other than (a) under the Parent Senior Secured Notes Indenture and any other restriction in existence on the Closing Date, (b) restrictions imposed by applicable law or any applicable rule, regulation or order, (c) customary restrictions on joint ventures or interests therein arising from joint venture agreements, (d) restrictions imposed by the holder of any Lien permitted by Section 8.8 on the transfer of the asset or assets subject thereto, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan Party or a Borrower Subsidiary, (f) customary provisions restricting assignment of any agreement entered into by any Loan Party or a Borrower Subsidiary, (g) any customary restrictions with respect to a Borrower Subsidiary or other Property imposed pursuant to an agreement that has been entered into relating to the sale of all or substantially all of the equity interests or assets of such Borrower Subsidiary or any other Property permitted under Section 8.10 pending the consummation of such sale, (h) restrictions imposed on the ability of the Borrower will notto make dividends pursuant to the KCA Amended LLC Agreement and (i) restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the date of this Agreement pursuant to Section 8.7 or the Parent Senior Secured Notes Indenture that are not materially less favorable to the Borrower, and will not taken as a whole, than the restrictions contained in this Agreement or than is customary in comparable financings (as determined in good faith by the Borrower), no Loan Party shall, nor shall it permit any Subsidiary of the Borrower 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 Insured Subsidiary Loan Party or any of the Borrower Subsidiaries to: (a) pay dividends or make any other distribution on any Borrower Subsidiary’s capital stock or other equity interests owned by the any Loan Party or Borrower or any other Subsidiary, (b) pay any indebtedness owed to the Borrower any Loan Party or any other Borrower Subsidiary, (c) make loans or advances to the Borrower any Loan Party or any other Subsidiary or Borrower Subsidiary, (d) transfer any of its property Property to the Borrower or any other Subsidiary, except encumbrances and restrictions of the types described below:
(1) encumbrances and restrictions contained in this Agreement and the other Credit Documents;
(2) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements;
(3) encumbrances and restrictions required by law or by any regulatory authority having jurisdiction over such Insured Subsidiary Loan Party or any of their businesses;
Borrower Subsidiary, or (4e) customary restrictions in agreements governing guarantee the Obligations, and/or grant Liens permitted under Section 5.9 provided that such restrictions relate solely on its assets to the property subject to such Lien;
(5) encumbrances and restrictions contained in any merger agreement or any agreement for Administrative Agent as required by the sale or other disposition of an asset, including, without limitation, the capital stock or other equity interest of a Subsidiary, provided, that such restriction is limited to the asset that is the subject of such agreement for sale or disposition and such disposition is made in compliance with Section 5.7;
(6) encumbrances and restrictions contained in contracts (other than relating to Debt) entered into in the ordinary course of business that do not, in the aggregate, detract from the value of the property or assets of the Borrower or any Subsidiary in any material manner (including, without limitation, non-assignment provisions in leases and licenses);
(7) encumbrances and restrictions contained in agreements governing Debt permitted under Section 5.15; and
(8) encumbrances and restrictions contained in any agreement or instrument, capital stock or other equity interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any agreement, instrument or capital stock or equity interest described in clauses (1)-(8) of this Section, from time to time, in whole or in part, provided that the encumbrances or restrictions set forth therein are not more restrictive than those contained in the predecessor agreement, instrument or capital stock or other equity interestLoan Documents.
Appears in 1 contract
