Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements; (b) 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 or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related AgreementsExisting Credit Agreement; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2the terms of the Existing Credit Agreement or the other loan documents related thereto; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of Company, Borrower and (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Existing Credit Agreement; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interests of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided that nothing in this Section 6.15 shall prevent Holdings from engaging in any activity that it otherwise would be permitted to engage in pursuant to Section 5.9 of the Existing Credit Agreement, as in effect on the date hereof.

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents this Agreement and the Related Agreementsother Credit Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; Documents and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interest of any of its Subsidiaries except as permitted under Section 6.9 and 6.10the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other PersonsPersons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. Holdings shall not In the case of Holdings: (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than to the Indebtedness and obligations under the Credit Documents and the Related Agreementsextent expressly permitted pursuant to Section 8.1; (b) create or suffer to exist any Lien upon any assets or property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.28.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of Companythe Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; Documents and (iii) issuing Equity Interests and making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companyas expressly permitted pursuant to this Agreement; or (gf) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the other Credit Documents and the Related AgreementsIndebtedness permitted under Sections 6.1; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, Documents and to the extent not inconsistent therewith, the Related Agreements; any Indebtedness permitted under Section 6.1 and (iii) making Restricted Junior Payments and Investments investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interests of any of its Subsidiaries except as permitted under Section 6.9 and 6.10direct Subsidiaries; (f) create or acquire any direct Subsidiary or make or own any Investment investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related AgreementsDocuments; (b) 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 or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Credit Parties; (g) issue any Capital Stock after the Restatement Date, other than common shares of Capital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (x) obligations not constituting Indebtedness incurred in the Indebtedness ordinary course of its business as a holding company and not otherwise restricted by this Section 6.14 and (y) the Revolving Obligations, the Term Obligations or its obligations under in respect of the Credit Documents and the Related AgreementsSenior Subordinated Notes or any Refinancing Notes; (b) 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 or permitted pursuant to Section 6.2party; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or 103 own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements, the Senior Secured Term Loan Facility and as may be permitted under Section 6.01; (b) 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 or, subject to the Intercreditor Agreement, the Senior Secured Term Loan Credit Facility to which it is a party or permitted to it pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Companythe Borrower, (ii) performing its obligations and activities incidental thereto under the Credit DocumentsLoan Documents and the Senior Secured Term Loan Facility, and to the extent not inconsistent therewith, the Related Agreements; Agreements and (iii) making Restricted Junior Payments and Investments to the extent permitted to it by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements, the Senior Secured Term Loan Facility and as may be permitted under Section 6.01; (b) 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 or, subject to the Intercreditor Agreement, the Senior Secured Term Loan Credit Facility to which it is a party or permitted to it pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of CompanyAmscan, (ii) performing its obligations and activities incidental thereto under the Credit DocumentsLoan Documents and the Senior Secured Term Loan Facility, and to the extent not inconsistent therewith, the Related Agreements; Agreements and (iii) making Restricted Junior Payments and Investments to the extent permitted to it by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Amscan; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyAmscan; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements; (b) 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 or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, Borrower; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (including in connection with workers compensation insurance or self-insurance), in each case, to the extent permitted hereunder; (v) providing indemnification to officers and directors in the ordinary course of business and (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and its Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (ai) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations except under the Credit Documents, the Holdings Subordinated Note Documents, the Borrower Subordinated Note Documents and the Related Agreementsor any Term Loan Refinancing Debt; (bii) 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 Security Documents to which it is a party or permitted pursuant to Section 6.2party; (ciii) engage in any business or activity or own any assets other than (iA) holding 100% of the Capital Stock Equity Securities of Company, Borrower and activities incidental thereto; (iiB) performing its obligations and activities incidental thereto under the Credit Documents, the Holdings Subordinated Note Documents and to the extent not inconsistent therewith, the Related AgreementsBorrower Subordinated Note Documents; and (iiiC) making Restricted Junior Payments and Investments to the extent permitted by under Section 5.02(f); (D) issuing its Equity Securities to the extent permitted under this Agreement; and (dE) activities incidental to the businesses or activities described in clauses (iii)(A) through (iii)(D); (iv) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10; (fv) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrower; or (gvi) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents, the Term Loan Documents and the Related AgreementsSenior Notes Documents; (b) 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 and the Term Loan Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of CompanyFNA and Fedders International, Inc., a Delaware corporation, (ii) performing its obligations and activities incidental thereto under the Credit Documents and the Term Loan Documents, and to the extent not inconsistent therewith, the Related AgreementsSenior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyFNA; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interest of any of its Subsidiaries except as permitted under Section 6.9 and 6.10Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other PersonsPersons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (x) obligations not constituting Indebtedness incurred in the Indebtedness ordinary course of its business as a holding company and not otherwise restricted by this Section 6.14 and (y) the Revolving Obligations, the Term Obligations or its obligations under in respect of the Credit Documents and the Related AgreementsSenior Subordinated Notes or any Refinancing Notes; (b) 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 or permitted pursuant to Section 6.2party; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements, the Senior Secured Term Loan Facility and as may be permitted under Section 6.01; (b) 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 or, subject to the Intercreditor Agreement, the Senior Secured Term Loan Credit Facility to which it is a party or permitted to it pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Companythe Borrower, (ii) performing its obligations and activities incidental thereto under the Credit DocumentsLoan Documents and the Senior Secured Term Loan Facility, and to the extent not inconsistent therewith, the Related Agreements; Agreements and (iii) making Restricted Junior Payments and Investments to the extent permitted to it by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9 and 6.10the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.