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 Loan 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 6.02; (c) engage in any business or activity or own any assets (including, without limitation, Cash and Cash Equivalents) other than (i) holding 100% of the Capital Stock of each Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement and (iv) maintaining its existence; (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; or (f) create or acquire any direct Subsidiary or directly make or own any Investment in any Person other than Borrowers.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.)
Permitted Activities of Holdings. From and after the date of formation or organization thereof, 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, Agreement and the other Loan Documents and the Related AgreementsDocuments; (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 by the Collateral Documents to which it is a party or permitted pursuant to Section 6.02Documents; (c) engage in any business or activity or own any assets (including, without limitation, Cash and Cash Equivalents) other than (i) holding 100% of the Capital Stock Equity Interests of each the Borrower, and (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement and (iv) maintaining its existenceDocument; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease all or substantially all license any portion of its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interests of any of its Subsidiaries; or (f) create or acquire any direct Subsidiary or directly make or own any Investment in any Person other than Borrowersthe Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 2 contracts
Samples: Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.)
Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness other than its Obligations under the Credit Documents or guarantees in respect of Indebtedness of Company or any other obligation or liability whatsoever other than the Indebtedness and obligations of its Subsidiaries otherwise permitted under this Agreement, the other Loan Documents Agreement and the Related AgreementsIndebtedness permitted under Section 6.1(m); (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 6.026.2; (c) engage in any business or activity or own any assets (including, without limitation, Cash and Cash Equivalents) other than (i) holding 100% of the Capital Stock of Company and, through Company, not less than 80% of the Capital Stock of each Borrower, of the Subsidiaries of Company; (ii) performing its obligations and activities incidental thereto under the Loan 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 and (iv) maintaining its existenceAgreement; (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 SubsidiariesCompany; or (f) create or acquire any direct Subsidiary or directly make or own any Investment in any Person other than BorrowersCompany and, through Company, the Subsidiaries of 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 (Berry Plastics Corp)
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 Loan 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 Senior Debt Documents to which it is a party or permitted pursuant to Section 6.02; (c) engage in any business or activity or own any assets (including, without limitation, Cash and Cash Equivalents) other than (i) holding 100% of the Capital Stock of each Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement and (iv) maintaining its existence; (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; or (f) create or acquire any direct Subsidiary or directly make or own any Investment in any Person other than Borrowers.
Appears in 1 contract
Samples: Purchase Agreement (Prommis Solutions Holding Corp.)