Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-Obligor, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and its equity interests have been pledged in favor of the Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.), Sellers’ Securities Agreement (FriendFinder Networks Inc.)
Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-ObligorObligor other than a Permitted Investment, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and 11.6 as if it were a newly acquired Subsidiary including having its equity interests have been pledged in favor of the Senior Lien Collateral Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this AgreementIndenture.
Appears in 2 contracts
Samples: Joinder Agreement (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.)
Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-ObligorObligor other than a Permitted Investment, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and 11.6 as if it were a newly acquired Subsidiary including, if its annual revenues or the fair market value of its assets exceed $100,000, having its equity interests have been pledged in favor of the Senior Lien Collateral Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this AgreementIndenture."
Appears in 1 contract
Samples: First Supplemental Indenture (FriendFinder Networks Inc.)
Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-ObligorObligor other than a Permitted Investment, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and 11.6 as if it were a newly acquired Subsidiary including having its equity interests have been pledged in favor of the Collateral Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this AgreementIndenture.
Appears in 1 contract
Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-ObligorObligor other than a Permitted Investment, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and 10.6 as if it were a newly acquired Subsidiary including, if its annual revenues or the fair market value of its assets exceed $100,000, having its equity interests have been pledged in favor of the Collateral Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this AgreementIndenture.
Appears in 1 contract
Samples: Indenture (FRNK Technology Group)
Non-Obligor Subsidiaries. (i) No Obligor shall make any Investment in any Non-ObligorObligor other than a Permitted Investment, (ii) no Obligor shall make any payment to any creditor of any Non-Obligor in respect of any liability of any Non-Obligor and (iii) no Obligor shall be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Non-Obligor (including any right to take enforcement action against such Non-Obligor) until, in each case, (x) such Non-Obligor becomes a party to the Guaranty and the applicable Security Documents and otherwise complies with Section 5.02 and 11.6 as if it were a newly acquired Subsidiary including, if its annual revenues or the fair market value of its assets exceed $100,000, having its equity interests have been pledged in favor of the Collateral Agent to secure the Obligations and (y) such Investment, payment or assumption of Indebtedness is permitted by this AgreementIndenture."
Appears in 1 contract
Samples: First Supplemental Indenture (FriendFinder Networks Inc.)