Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness other than the Indebtedness and obligations under 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 and activities reasonably related thereto, (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, Investments and Permitted Acquisitions 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; (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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Vought Aircraft Industries Inc)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and 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 and activities reasonably related thereto, 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, Payments and Investments and Permitted Acquisitions 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; (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 Closing 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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)
Permitted Activities of Holdings. Notwithstanding anything to In the contrary contained hereincase of Holdings, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Related Agreementsother Loan Documents and the ABL Documents; (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 Security Documents to which it is a party or permitted pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100100.0% of the Capital Stock Equity Interests of Company and activities reasonably related theretothe Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Loan Documents and the ABL Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments, Payments and Investments and Permitted Acquisitions 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 SubsidiariesSubsidiaries except to the extent expressly permitted by this Agreement; (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.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Permitted Activities of Holdings. Notwithstanding anything to In the contrary contained hereincase of Holdings, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Related Agreements; other Loan Documents and the Term Loan Documents, (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 Security Documents to which it is a party or permitted pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100100.0% of the Capital Stock Equity Interests of Company and activities reasonably related theretothe Borrowers, (ii) performing its obligations and activities incidental thereto under the Credit Loan Documents and the Term Loan Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments, Payments and Investments and Permitted Acquisitions 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 SubsidiariesSubsidiaries except to the extent expressly permitted by this Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Permitted Activities of Holdings. Notwithstanding anything to From and after the contrary contained hereinHoldco Reorganization, Holdings shall not (a) except as expressly permitted under Section 6.1, 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 and activities reasonably related thereto, 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, Payments and Investments and Permitted Acquisitions 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; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyPrimo; (g) issue any Capital Stock after the Closing Date, other than its common Capital Stock, or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the Related Agreementsother Credit Documents and Indebtedness 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 Company and activities reasonably related theretoBorrower, (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, Investments Payments and Permitted Acquisitions 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 direct 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.
Appears in 1 contract
Samples: Superpriority Senior Secured Debtor in Possession Credit and Guaranty Agreement (J C Penney Co Inc)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and 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 and activities reasonably related thereto, 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, Payments and Investments and Permitted Acquisitions 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; (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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related AgreementsApproved Subordinated Debt 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 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 and activities reasonably related thereto, Intermediate Holdings; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related AgreementsApproved Subordinated Debt Documents; and (iii) making Restricted Junior Payments (including Permitted Tax Payments, ) and Investments and Permitted Acquisitions 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; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyIntermediate Holdings; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) except as expressly permitted under Section 6.1, incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related AgreementsAgreements and as may be permitted to it under Section 6.1; (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 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 Company and activities reasonably related theretoCompany, (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, Payments and Investments and Permitted Acquisitions 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; (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.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Carters Imagination Inc)