Parent Restrictions Clause Samples

Parent Restrictions. Nothing in this Section 5.6 shall be construed to limit the right of Parent or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation and its subsidiaries) to amend or terminate any particular Company Plan or other employee benefit plan, program, agreement or arrangement in accordance with its terms, nor shall anything in this Section 5.6 be construed to require Parent or any of its subsidiaries (including, following the Effective Time, the Company and its subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Effective Time.

Parent Restrictions. Parent will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto and other business and activities of the type performed by Parent as of the Closing Date. Parent will not own or acquire any assets (other than Equity Interests of the Borrower and the cash proceeds of any Restricted Payments permitted by Section 6.10) or incur any obligations of funded debt (other than obligations of funded debt under the Loan Documents and obligations of funded debt expressly permitted by the Loan Documents).

Parent Restrictions. Notwithstanding anything to the contrary contained herein, the Parent shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Transaction Documents to which it is a party, (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party, (iii) engage in any business or activity or own any assets other than holding the Capital Stock of the Company and performing its obligations under the Transaction Documents; (iv) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (vi) create or acquire any Subsidiary or make or own any Investment in any Person other than the Company; (vii) fail to hold itself out to the public as a legal entity separate and distinct from any other Person; or (viii) issue or sell any Capital Stock for cash unless all Equity Proceeds of such sale and issuance are forthwith contributed to the Company and applied by the Company in accordance with subsection 2.4B(iii).

Parent Restrictions. For a period of five years after the Closing Date, as an ancillary part of this Agreement and for no separate consideration, Parent shall, and shall cause its direct and indirect subsidiaries (other than the Surviving Corporation and any of its subsidiaries) to, refer any inquiry or request for the issuance of a Surety Business product from proposed insureds or agents to the Surviving Corporation's insurance subsidiaries so that they may offer to issue such products. Parent further covenants that in the event that an agent of Parent or any of its subsidiaries referenced above which are licensed as insurance companies (a) declines to offer a Surety Business product of the Surviving Corporation's insurance subsidiaries or (b) offers a competing surety product of a third party, Parent will provide such information as it possesses relating to the proposed surety product to the Surviving Corporation's insurance subsidiaries, or to an agent designated by the Surviving Corporation's insurance subsidiaries and will refrain from making a quote or bid for the insurance of such product for a period of thirty days. If before or after the Closing Date it is determined that Parent or any of its subsidiaries has engaged in, or otherwise holds bonds, policies or licenses relating to, any Surety Business, Parent or any of its subsidiaries shall cede such Surety Business to an Insurance Subsidiary. Parent agrees that it will not restrain the ability of the Surviving Corporation from entering into new lines of business.

Parent Restrictions. Nothing in this Section 5.4 shall be construed to limit the right of Parent or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation and its subsidiaries) to establish, amend, modify or terminate any particular Company Plan or other benefit or compensation plan, program, policy, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, nor shall anything in this Section 5.4 be construed to (i) require Parent or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation and its subsidiaries) to retain the employment or engagement (or any particular term or condition of employment or engagement) of any person for any fixed period of time following the Effective Time, or (ii) limit the ability of Parent or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation and its subsidiaries) to terminate the employment or engagement of any person at any time and for any reason.

Parent Restrictions. In the event of a Distribution, Parent agrees that it will not take or fail to take, or permit any Parent Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with any material, information, covenant or representation that relates to facts or matters related to Parent (or any Parent Affiliate) or within the control of Parent and is contained in an Officer's Certificate, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling. For this purpose an action is considered inconsistent with a representation if the representation states that there is no plan or intention to take such action. In the event of a Distribution, Parent agrees that it will not take (and it will cause the Parent Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with such Distribution qualifying under section 355 of the Code.