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Common use of Permitted Activities Clause in Contracts

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 6 contracts

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)

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Permitted Activities. Holdings shall will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and activities incidental theretoits other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents, the Senior Notes Documents, the Opco Senior Notes ABL Credit Documents and any other Indebtednessdocuments governing Indebtedness permitted hereby, (iv) any public offering of its common stock equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividendsdividends and distributions, making contributions to the capital of the Borrowerits Subsidiaries, guaranteeing the obligations of the Borrower and guaranteeing its other Subsidiaries and receipt of the obligations DTR Note and any transaction involving the satisfaction of any Securitization Subsidiary the DTR Note in an amount not to exceed $450,000,000accordance with its terms, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash or property (but not operate any property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any activities transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors 10 and (ixxv) any activities incidental or reasonably related to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 6 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Borrowers and its other Subsidiaries and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents Financing Agreements and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrower Borrowers and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its other Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Holdings and the Borrowers and its other Subsidiaries, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers and directors and directors, (ix) the performance of its obligations under and in connection with its Organizational Documents, the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other agreements contemplated by the NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements contemplated by Section 10.8(b)(ii) and any other agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the Borrowers), and (x) any activities related, complementary or incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Borrowers other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this AgreementObligations, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination EventSenior Safeway Acquisition Debt, the Borrower obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Junior Priority Refinancing Debt.

Appears in 5 contracts

Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.)

Permitted Activities. Holdings shall The Parent will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Borrowers and activities incidental theretoindirectly all other Equity Interests held by the Borrowers or any Subsidiary, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan DocumentsTransactions (including under the Acquisition Agreement), the Senior Notes Documents, the Opco Senior Notes Loan Documents and any other Indebtednessdocuments governing Indebtedness of the Borrowers or the other Restricted Subsidiaries of the Parent permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (v) financing activitiesactivities incidental to or in connection with its ownership and operations of the Borrowers or any Subsidiary, including (a) the issuance of securities, incurrence of unsecured securities and other unsecured holding company debt, including any Permitted Parent Holdco Financing (subject to the terms set forth in the definition thereof); provided that (x) neither the Borrowers nor any other Restricted Subsidiary of the Parent is a borrower or a guarantor with respect to such debt under this clause (a) and (y) except in respect of any Permitted Parent Holdco Financing, such debt under this clause (a) shall have a final maturity date that is after the then existing Latest Maturity Date with respect to the Term Loans, (b) receipt and payment of dividendsdividends and distributions, (c) making contributions to the capital of its Subsidiaries and (d) guaranteeing and/or incurring Liens to the Borrower, guaranteeing extent such Liens would otherwise be permitted to be incurred pursuant to Section 7.01 as if applicable to the Parent to secure any obligations of the Borrower Borrowers and guaranteeing the obligations other Restricted Subsidiaries of any Securitization Subsidiary in an amount not the Parent incurred pursuant to exceed $450,000,000Section 7.03, (vi) if applicable, participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) making and receiving of any Restricted Payments or Investments permitted hereunder, (ix) providing indemnification to officersofficers and directors, managers (x) activities relating to any Qualified IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of the Parent that becomes “New Parent” (in compliance with the definitions of “Parent” and directors “New Parent” in this Agreement), (xii) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrowers and the other Restricted Subsidiaries of the Parent, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiii) any transaction with any Borrower or any Restricted Subsidiary to the extent expressly permitted under this Article VII, (xiv) transactions in connection with a Permitted Tax Reorganization or Permitted IPO Reorganization and (ixxv) any activities incidental or reasonably related to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 5 contracts

Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)

Permitted Activities. Holdings (a) Parent Borrower 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; (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 material operating business or business activitiesactivity or own any assets other than (i) holding 100% of the Capital Stock of Image and RLJ Acquisition and other assets reasonably required for or incidental to the management and administration of the operations of Parent Borrower and its Subsidiaries; provided that (ii) activities and contractual rights incidental to maintenance of its corporate existence and reasonably required for or incidental to the following management and administration of the operations of Parent Borrower and its Subsidiaries, (iii) performing its obligations and activities incidental thereto shall be under the Credit Documents; and (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license 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 event: Person other than Image and RLJ Acquisition; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. (b) RLJEL shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever; (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; (c) engage in any business or activity or own any assets other than (i) its ownership holding 100% of the Equity Interests Capital Stock of Borrower its Subsidiaries, holding not less than 64% of the Capital Stock of ACL and activities other assets reasonably required for or incidental theretoto the management and administration of the operations of RLJEL, its Subsidiaries and ACL; (ii) the activities and contractual rights incidental to maintenance of its legal corporate existence (including and reasonably required for or incidental to the ability to incur feesmanagement and administration of the operations of RLJEL, costs its Subsidiaries and expenses relating to such maintenance)ACL, (iii) the performance of performing its obligations with respect to and activities incidental thereto under the Loan Credit Documents, the Senior Notes Documents, the Opco Senior Notes Documents ; and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions Junior Payments to the extent not prohibited hereunder without giving effect permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries or ACL; (f) create or acquire any Subsidiary or make or own any Investment in any Person; or (g) fail to hold itself out to the Terminated Covenants; provided that public as a legal entity separate and distinct from all other Persons. For the covenants that are avoidance of doubt, Indebtedness incurred by ACL, Acorn Productions Ltd. or Acorn Global Enterprises Ltd., or any of their Subsidiaries, shall not Terminated Covenants shall be interpreted as though the Terminated Covenants continue deemed to be applicable during Indebtedness incurred by RLJEL so long as such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodIndebtedness is non-recourse to RLJEL.

Appears in 5 contracts

Samples: Credit Agreement (AMC Networks Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.)

Permitted Activities. Holdings Parent shall not conduct, transact or otherwise engage in an business or operations or create or assume any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: Indebtedness other than (i) its ownership and/or acquisition of all of the outstanding Equity Interests of Borrower and activities incidental theretoin Holdings, Syncom-Iridium Holdings Corp. or Iridium Blocker-B Inc., (ii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), participating in tax, accounting and other administrative matters as owners of the Equity Interests of Holdings, Syncom-Iridium Holdings Corp. and Iridium Blocker-B Inc., (iii) participating in tax, accounting and other administrative matters as owners of the Equity Interests of Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc. and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Loan Credit Documents, the Senior any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes Documents, the Opco Senior Notes Documents and any other IndebtednessPermitted Refinancing Indebtedness (provided that Parent shall not incur or guarantee any such Indebtedness unless it guarantees the Obligations), (ivv) any public offering of its common stock or any other issuance or sale registration of its Equity Interests, Interests for sale or resale not prohibited by Section 10 (v) financing activitiesor that would be permitted to the extent that Parent was considered to be the Borrower and/or a Restricted Subsidiary), including the issuance of securitiesability to incur costs, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower fees and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000expenses related thereto, (vi) participating in taxincurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting and other administrative matters as owner of the Borrowermatters, (vii) holding any cash incidental providing indemnification to any activities officers and directors and as otherwise permitted under this Section 7.14hereunder, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall consummation of the transactions contemplated by this Agreement, (ix) the incurrence of the Senior Notes and any refinancing thereof (provided the amount of such refinancing Indebtedness does not incur exceed (a) the principal amount of the Senior Notes plus (b) any Liens accrued and unpaid interest and fees on the Senior Notes plus (c) the amount of any tender or redemption premium paid thereon or any penalty or premium required to be paid under the Senior Notes) and the performance of its obligations thereunder, (x) any other transaction permitted pursuant to Section 10, (xi) filing with the SEC related to Parent’s ownership of the Equity Interests of Holdings, Iridium Holdings Corp. and Iridium Blocker-B Inc., (xii) the Borrower other than those for the benefit performance of the Obligations or any comparable term in any Permitted Refinancing thereof its obligations under employment agreements with senior executives of Parent and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything (xiii) activities incidental to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events business or activities described in the foregoing clauses (i) and through (iixii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though this Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period10.12.

Appears in 5 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents ABL Credit Agreement and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary (other than as described under clause (iii) above) in an amount not to exceed $450,000,000100,000,000, (vivii) participating in tax, accounting and other administrative matters as owner of the Borrower, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors directors, (x) in the case of Holdings I, following a Holdings II Event, its ownership of the Equity Interests of Holdings II and activities incidental thereto, (xi) its ownership of the Equity Interests in a subsidiary that holds net proceeds of a Specified IPO which Equity Interests may be contributed, directly or indirectly, to the Borrower in connection with a Specified IPO and (ixxii) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations and ABL Debt or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything Upon the occurrence of a Holdings II Event, Holdings I shall (x) cause Holdings II to (i) duly execute and deliver to the contrary in Article VII Administrative Agent a joinder to this Agreement separately, and jointly and severally, incurring the obligations of this “Holdings” as a Guarantor, a Security Agreement Supplement and joinders to each applicable Intercreditor Agreement, if applicable, each in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement and other applicable agreements in effect on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and Amendment No. 2 Effective Date), (ii) no Default has occurred deliver any and is continuing all certificates representing Equity Interests in the Borrower owned by Holdings II, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (iii) take whatever action (including the occurrence filing of Uniform Commercial Code financing statements) as may be necessary in the reasonable opinion of the events described Collateral Agent to vest in the foregoing clauses Collateral Agent (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of or in any subsequent change in the rating representative of the Loans, Sections 7.03, 7.06 Collateral Agent designated by it) valid and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions perfected Liens to the extent not prohibited hereunder without giving effect required by the Collateral and Guarantee Requirement, and to otherwise comply with the Terminated Covenants; provided that requirements of the covenants that are not Terminated Covenants shall be interpreted Collateral and Guarantee Requirement and (y) deliver such other certificates, opinions of counsel and other documentation with respect to Holdings II as though reasonably requested by the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodAdministrative Agent.

Appears in 4 contracts

Samples: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)

Permitted Activities. Holdings shall not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of the BorrowerIntermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in the case of Intermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the form of an intercompany loan provided on an interest-free basis) to the capital of any other Intermediate Holding Company or the Lead Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000and the Lead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Topco, (vii) holding any cash incidental or property (but not operate any property) including any intercompany receivable to any activities the extent held in accordance with an activity otherwise permitted under by this Section 7.147.14 and the other provisions of the Credit Agreement, (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall not incur own any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations Lead Borrower or any comparable term in any Permitted Refinancing thereof another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower) and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Borrower. Notwithstanding anything Lead Borrower (unless such Equity Interests are promptly contributed to the contrary Lead Borrower) or (B) those of Topco in Article VII of this Agreementconnection with share purchases, if on any date (i) provided however, that such share purchases and the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that payments related thereto are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though permitted by Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period7.06.

Appears in 3 contracts

Samples: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower Company and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, Documents or the Senior Unsecured Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 3 contracts

Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. Notwithstanding anything else herein to the contrary, Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event, to the extent otherwise permitted hereunder: (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other unsecured Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, and the maintenance and investment of any proceeds thereof, and the incurrence of any liabilities, costs and expenses reasonably related thereto, whether or not such equity issuance is consummated, (v) financing activities, including limited to the issuance of equity securities, the incurrence of debtunsecured Indebtedness to the extent permitted under Section 7.03, the payment of dividends, making contributions to the capital of the Borrower, making Investments in the Borrower or any of its Restricted Subsidiaries and guaranteeing the obligations of the Borrower and guaranteeing the obligations or any of any Securitization Subsidiary in its Restricted Subsidiaries on an amount not to exceed $450,000,000unsecured basis, (vi) participating in tax, accounting and other administrative matters as owner a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), including the opening and maintaining of bank and deposit accounts, (viii) providing indemnification to officers, managers and directors and directors, (ix) any activities related, complementary or incidental to the foregoingforegoing and (x) liabilities incidental to the conduct of Holdings’ business as a holding company. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSecured Parties.

Appears in 2 contracts

Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents2021 Unsecured Notes, the Opco Senior Notes Documents and 2025 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 2 contracts

Samples: Term Loan Amendment (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower Company and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes DocumentsExisting RCF Credit Agreement, the Opco Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes Documents and any other Indebtednessor the Target Notes, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. Upon In the event that the Company and after such Covenant Termination Eventits Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. During a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 2 contracts

Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower Company and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Amendment No. 4 Senior Secured Notes Documents, or the Opco Closing Date Senior Notes Documents and any other IndebtednessUnsecured Notes, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term Loans (other than the Amendment No. 7 Term Loans) have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans (other than the Amendment No. 7 Term Loans) have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans (other than the Amendment No. 7 Term Loans) below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 2 contracts

Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. (a) Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, including the Initial Public Offering, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,00050,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. . (b) Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both either of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable during such period (the “Suspension Period”) until the occurrence of the Reversion Date. (c) In the event that the Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (i) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans. Upon ) and/or (ii) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and after one or more of the Rating Agencies indicate that if consummated, such Covenant Termination Eventtransaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in this clause (ii). (d) During a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. (e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 2 contracts

Samples: Credit Agreement (La Quinta Holdings Inc.), Credit Agreement (La Quinta Holdings Inc.)

Permitted Activities. Holdings If any Parent Company of the Borrower becomes a Guarantor, such Parent Company shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower or other Parent Companies and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur and pay fees, costs and expenses relating to such maintenance, including Public Company Costs), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other IndebtednessIndebtedness not prohibited hereunder, (iv) activities related to any public offering of its common stock or any other issuance or sale of its Equity InterestsInterests (or of its direct or indirect parent), including the formation of one or more “shell” companies to facilitate any such offering or issuance, and any activities related thereto, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, Loan Parties and guaranteeing the obligations of the Borrower and guaranteeing (or any Restricted Subsidiary, to the obligations of any Securitization Subsidiary in an amount not extent the Borrower would be permitted to exceed $450,000,000provide such Guarantee), (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of such Person and its Subsidiaries, including compliance with applicable Laws and legal, tax and accounting matters related thereto, (vii) holding any cash incidental to any activities permitted under this Section 7.146.16, (viii) providing indemnification to officers, managers and directors, (ix) consummation of the Transactions, (x) activities in connection with a Permitted Change of Control Event, including compliance with its obligations under the Permitted SPAC Transaction Documents, (xi) following a Permitted Change of Control Event, taking actions in connection with its status as a publicly traded company or as required by applicable securities Laws, including payment of Public Company Costs, (xii) the entry into and performance of its obligations with respect to contracts and other arrangements relating to its officers, directors, managers and employees, including the providing of compensation and indemnification to officers, managers, directors and employees and (ixxiii) any activities incidental to the foregoing. Holdings No Parent Company shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Obligations, Permitted Refinancing thereof First Priority Debt and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Second Priority Debt.

Appears in 2 contracts

Samples: Credit Agreement (Nebula Parent Corp.), Credit Agreement (Nebula Parent Corp.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, Documents or the Senior Unsecured Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, from and after the Closing Date until the consummation of the Spin-Off Transactions, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than any such non-consensual Lien permitted by Section 7.01); make any Investments (other than Investments in the Borrower or any Restricted Subsidiary permitted by Section 7.02); create, incur, assume or suffer to exist any Indebtedness (other than the Loans and the Guarantees pursuant to the Loan Documents and borrowings under the Timeshare Facility); merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; make any Disposition; declare or make any Restricted Payment (other than Restricted Payments with the proceeds of the Loans and borrowings under the Timeshare Facility made to the direct or indirect parent of the Borrower); enter into any transaction of any kind with any Affiliate of the Borrower (other than pursuant to Section 7.08(a), (c), (d), (f), (g), (h), (i) and (m)); prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation; in each case, other than any such transactions relating to the operations or business activities of the Borrower in the ordinary course of business or in connection with the consummation of the Spin-Off Transactions. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower BorrowerCompany and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, Documents or the Senior Unsecured Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerBorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerBorrowerCompany, (viiviiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiviiiix) providing indemnification to officers, managers and directors and (ixixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower BorrowerCompany other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, from and after the Closing Date until the consummation of the Spin-Off Transactions, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than any such non-consensual Lien permitted by Section 7.01); make any Investments (other than Investments in the Borrower or any Restricted Subsidiary permitted by Section 7.02); create, incur, assume or suffer to exist any Indebtedness (other than the Loans and the Guarantees pursuant to the Loan Documents and borrowings under the Timeshare Facility); merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; make any Disposition; declare or make any Restricted Payment (other than Restricted Payments with the proceeds of the Loans and borrowings under the Timeshare Facility made to the direct or indirect parent of the Borrower); enter into any transaction of any kind with any Affiliate of the Borrower (other than pursuant to Section 7.08(a), (c), (d), (f), (g), (h), (i) and (m)); prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation; in each case, other than any such transactions relating to the operations or business activities of the Borrower in the ordinary course of business or in connection with the consummation of the Spin-Off Transactions. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the BorrowerCompany and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the BorrowerCompany and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower BorrowerCompany and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the BorrowerCompany or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, the Co-Borrower and the Company and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity InterestsInterests (or its direct or indirect parent), including the formation of one or more “shell” companies to facilitate any such offering or issuance, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, Restricted Subsidiaries guaranteeing the obligations of the Borrowers (or any Restricted Subsidiary, to the extent any Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not would be permitted to exceed $450,000,000provide such Guarantee), (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Holdings and the Subsidiaries, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors directors, (ix) consummation of the Transactions, (x) any transaction that it is permitted to enter into or consummate under ARTICLE VII (including, but not limited to, the making of any Restricted Payment permitted by Section 7.06 or holding of any cash or Cash Equivalents received in connection with Restricted Payments made in accordance with Section 7.06 pending application thereof in the manner contemplated by Section 7.02, the incurrence of any Indebtedness permitted to be incurred by it under Section 7.03 (including, for the avoidance of doubt, the incurrence of Subordinated Shareholder Debt) and the making of any Investment permitted to be made by it under Section 7.02) and (ixxi) any activities incidental to the foregoing. Notwithstanding the foregoing, Holdings shall not be permitted to (i) incur any Indebtedness for borrowed money; (ii) provide any Guarantee of Indebtedness for borrowed money (other than its Guarantee hereunder and other Guarantees of Indebtedness permitted hereunder to the extent the relevant providers thereof (or their representative) are required to become (and do become) parties to the Junior Lien Intercreditor Agreement or the First Lien Intercreditor Agreement, as applicable) or (iii) make any Permitted Acquisition (or any other Investment) permitted to be made by it under Section 7.02 unless Holdings shall, immediately following the closing thereof, cause all property acquired (whether assets or Equity Interests) to be contributed to a Restricted Subsidiary or such Investment represents Equity Interests of, or Loans to any Restricted Subsidiary. Holdings shall not incur any Liens on Equity Interests of the Borrower, Co-Borrower or the Company other than those for the benefit of the Obligations and the Obligations under and as defined in the Mezzanine Facility Agreement, any Permitted Second Priority Debt or any comparable term in any Permitted Refinancing thereof or any Incremental Equivalent Debt or Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Co-Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to or the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodCompany (or any transitory shell company described above).

Appears in 1 contract

Samples: Credit Agreement (Expro Oilfield Services PLC)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents2025 Unsecured Notes, the Opco Senior Notes Documents and 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.ARTICLE 8

Appears in 1 contract

Samples: Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Equity Interests, (vv)(v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of the BorrowerLead BorrowerIntermediate Holdings or any other Intermediate Holding Company, and guaranteeing the obligations of any Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in the case of anyIntermediate Holdings or any other Intermediate Holding Company, making contributions (including any contribution or transfer made in the form of an intercompany loan provided on an interest-free basis) to the capital of any other Intermediate Holding Company or the Lead Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000and the Lead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Topco, (vii) holding any cash incidental or property (but not operate any property) including any intercompany receivable to any activities the extent held in accordance with an activity otherwise permitted under by this Section 7.147.14 and the other provisions of the Credit Agreement, (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall not incur own any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations Lead Borrower or any comparable term in any Permitted Refinancing thereof another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Borrower. Notwithstanding anything Lead Borrower (unless such Equity Interests are promptly contributed to the contrary Lead Borrower) or (B) those of Topco in Article VII of this Agreementconnection with share purchases, if on any date (i) provided however, that includingsuch share purchases and the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that payments related thereto are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though permitted by Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period7.06.

Appears in 1 contract

Samples: Credit Agreement (Trinseo S.A.)

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Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both eitherboth of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination SuspensionTermination Event”), then, beginning on such date and continuing at so long asat all times thereafter regardless of any subsequent change in the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated SuspendedTerminated Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. . Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions In the event that the Borrower and its Restricted Subsidiaries are not subject to the extent not prohibited hereunder without giving effect Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (a) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Terminated Covenants; provided Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans) and/or (b) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the covenants Rating Agencies indicate that are not Terminated if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants shall be interpreted as though the Terminated Covenants continue with respect to be applicable during such period. For illustrative purposes onlyfuture events, even though Section 7.03 will not be including, without limitation, a proposed transaction described in effect during a period, Section 7.01(ddclause (b) will be interpreted as though Section 7.03(q) were still in effect during such periodabove.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Permitted Activities. Holdings shall not (a) With respect to Holdings, (A) engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Borrowers and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to this Agreement, the Other Documents and the Term Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt), payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the any Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000Borrower, (viv) participating in tax, accounting and other administrative matters as owner a member of the consolidated group of KGH and any Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viiivi) providing indemnification to officers, managers officers and directors and (ixvii) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof foregoing and Holdings shall not (B) own any Equity Interests other than those Equity Interests in any Borrower. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower Borrowers and its Restricted consolidated Subsidiaries will be entitled in accordance with Section 9.5, with respect to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated CovenantsKGH, (A) engage in any material operating or business activities or own any material assets; provided that the covenants that are not Terminated Covenants following and any activities incidental thereto shall be interpreted permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as though a member of the Terminated Covenants continue consolidated group of KGH, Holdings and the Borrowers, (v) providing indemnification to be applicable during such period. For illustrative purposes onlyofficers and directors, even though Section 7.03 will (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of guaranteed obligations shall not be exceed $1,000,000 at any time outstanding; (vii) the performance of the activities set forth on Schedule 7.21; and (vi) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodany Borrower.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Keane Group, Inc.)

Permitted Activities. (a) Engage in any material line of business other than any business conducted or proposed to be conducted by Holdings shall not With respect to Holdings, engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Issuer and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends, distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Note Documents, the Senior Notes Documents, the Opco Senior Notes First Lien Term Loan Documents and any other Indebtednessthe Revolving Credit Documents, (iv) any public offering 60358086_160358086_13 of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity sInterests), payment of dividends, distribution or other amounts, making contributions to the capital of the Issuer and guaranteeing the obligations of the Issuer, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the Issuer, (vi) providing indemnification to officers and directors, (vii) providing guarantees and incurrence of other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement, (viii) any transaction required in connection with the Trican Acquisition Documents, and (ix) any activities incidental to the foregoing. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance); (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt), payment of dividends, distributions or other amounts, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, Holdings; (viiv) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of KGH, Holdings and the Issuer; (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiv) providing indemnification to officers, managers officers and directors directors; (vi) providing of guarantees in respect of and incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement; (vii) the performance of the activities set forth on Schedule 7.20; (viii) any transactions required by the Trican Acquisition Documents; and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and foregoing.and its Restricted Subsidiaries will be entitled to consummate transactions to on the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided Sixth Amendment Closing Date or any business that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes onlyis similar, even though Section 7.03 will not be in effect during reasonably related, incidental, ancillary or complementary thereto, or is a periodreasonable extension, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such perioddevelopment or expansion thereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Keane Group, Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower its Subsidiaries, including the Borrower, and the Borrower’s Subsidiaries, and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents Financing Agreements and any other Indebtedness (including Permitted Holdings Indebtedness), (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower its Subsidiaries and guaranteeing the obligations of any Securitization Subsidiary in an amount its Subsidiaries (provided, that guarantees of obligations of Indebtedness of Subsidiaries other than the Borrower and the Borrower’s Subsidiaries shall not to exceed $450,000,000be secured by the Equity Interests of the Borrower), (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Holdings and its Subsidiaries, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers and directors and directors, (ix) the performance of its obligations under and in connection with its Organization Documents, the ABL Facility Documentation, the NAI APA, the Eastern Division APA, the other agreements contemplated by the NAI APA or the Eastern Division APA, the Transactions, any agreements contemplated by Section 10.8(b)(ii) and any other agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the Borrower and the Borrower’s Subsidiaries), and (x) any activities related, complementary or incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination EventObligations, the Borrower obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing, and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodPermitted Holdings Indebtedness.

Appears in 1 contract

Samples: Term Loan Agreement (Albertsons Companies, Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower Company and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes DocumentsExisting RCF Credit Agreement, the Opco Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes Documents and any other Indebtednessor the Target Notes, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, dividends or making contributions to the capital of the BorrowerCompany, (vi) incurrence of debt and guaranteeing the obligations of the Borrower Company and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000its Restricted Subsidiaries, (vivii) participating in tax, accounting and other administrative matters as owner of the BorrowerCompany, (viiviii) holding any cash incidental to any activities permitted under this Section 7.14, (viiiix) providing indemnification to officers, managers and directors and (ixx) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower Company other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the BorrowerCompany. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Term Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating Term Loans have an Investment Grade Rating from both of the LoansRating Agencies, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the LoansLoans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. Upon In the event that the Company and after such Covenant Termination Eventits Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Term Loans below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. During a Suspension Period, the Borrower Company and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Company or any of its Restricted Subsidiaries prior to such reinstatement that was permitted at such time will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension LEGAL02/43062751v1 Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Second Lien Loan Documents, any Incremental Equivalent Debt, any Second Lien Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Junior Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) to the Opco Senior Notes Documents extent such Indebtedness, with respect to Holdings, satisfies clauses (B) and (C) of the definition of “Permitted Holdings Debt” and, in each case, any other IndebtednessPermitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc), 7.01(dd) and 7.01(ii) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 1 contract

Samples: First Lien Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not (a) With respect to Holdings, (A) engage in any material operating or business activitiesactivities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower the Issuer and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Note Documents and any other Indebtednessthe Revolving Credit Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt), payment of dividends, making contributions to the capital of the Borrower, Issuer and guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000Issuer, (viv) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of KGH and the Issuer, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viiivi) providing indemnification to officers, managers officers and directors and (ixvii) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof foregoing and Holdings shall not (B) own any Equity Interests other than those Equity Interests in the Issuer. (b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower Issuer and its Restricted consolidated Subsidiaries will be entitled in accordance with Section 9.5, with respect to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated CovenantsKGH, (A) engage in any material operating or business activities or own any material assets; provided that the covenants that are not Terminated Covenants following and any activities incidental thereto shall be interpreted permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as though a member of the Terminated Covenants continue consolidated group of KGH, Holdings and the Issuer, (v) providing indemnification to be applicable during officers and directors, (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of such period. For illustrative purposes only, even though Section 7.03 will guaranteed obligations shall not be in effect during a period, Section 7.01(ddexceed $1,000,000 at any time outstanding; (vii) will be interpreted as though Section 7.03(qthe performance of the activities set forth on Schedule 7.20 and (viii) were still in effect during such periodany activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests of Holdings.

Appears in 1 contract

Samples: Note Purchase Agreement (Keane Group, Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents2025 Unsecured Notes, the Opco Senior Notes Documents and 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 1 contract

Samples: Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes First Lien Loan Documents, any Incremental Equivalent Debt, any First Lien Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt (as defined in the Opco Senior Notes Documents First Lien Credit Agreement), any Permitted Second Priority Refinancing Debt, any Permitted Third Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Junior Debt and any other Indebtedness permitted under Section 7.03(g)(A)(ii) to the extent such Indebtedness, with respect to Holdings, satisfies clauses (B) and (C) of the definition of “Permitted Holdings Debt” and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc), 7.01(dd) and 7.01(ii) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not With respect to Holdings, notwithstanding any other provision of this Agreement or any other Loan Document to the contrary: (a) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, including receiving dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to under the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests and the payment of dividends and other amounts in respect of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital Guarantee of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000Obligations, (vi) participating in tax, accounting and other administrative matters as owner a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental to or property (but not operate any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not ; (b) own any Equity Interests other than those of the Borrower. Notwithstanding anything ; or (c) incur, assume or suffer to the contrary in Article VII exist any Indebtedness for borrowed money or any Guarantee of this Agreement, if on any date Indebtedness for borrowed money other than (i) the Loans have an Investment Grade Rating from both Guarantee of the Rating Agencies and Obligations, (ii) no Default has occurred and is continuing (the occurrence Guarantee of Indebtedness of the events described in the foregoing clauses Borrower or any its Subsidiaries (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect such Indebtedness is otherwise permitted hereunder), provided if such Indebtedness is subordinated to the Terminated Covenants; provided that the covenants that are not Terminated Covenants Obligations then such Guarantee shall be interpreted as though subordinated to the Terminated Covenants continue Obligations on terms reasonably satisfactory to be applicable during the Administrative CHAR1\1970297v6 Agent and (iii) Indebtedness owed to the Borrower or any of its Subsidiaries (to the extent such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.Indebtedness is otherwise permitted hereunder);

Appears in 1 contract

Samples: Credit Agreement (Portillo's Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activities; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both either of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Suspension Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in so long as the rating of the LoansLoans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Terminated Suspended Covenants”) will no longer be applicable to the Loans during such period (the “Suspension Period”) until the occurrence of the Reversion Date. In the event that the Borrower and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (a) one or more of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans) and/or (b) the Borrower enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (b) above. Upon and after such Covenant Termination EventDuring a Suspension Period, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Suspended Covenants; provided that . During a Suspension Period, the covenants that are not Terminated Suspended Covenants shall be interpreted as though the Terminated Suspended Covenants continue to be applicable during such periodSuspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a periodSuspension Period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such periodSuspension Period. Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Agreement or any other Loan Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(h).

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Permitted Activities. Holdings shall not engage in any material operating or business activitiesactivities (other than to a de minimis extent) or have any material assets or liabilities; provided that that, to the extent not otherwise prohibited under Article 7, the following and activities incidental thereto shall be permitted in any eventpermitted: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents2021 Unsecured Notes, the Opco Senior Notes Documents and 2025 Unsecured Notes, the 2027 Unsecured Notes, any other IndebtednessIncremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Permitted Ratio Debt, any Indebtedness permitted under Section 7.03(g)(A)(ii) or Section 7.03(bb) and, in each case, any Permitted Refinancing thereof, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (v) financing activities, including the issuance of securities, incurrence of debtPermitted Holdings Debt, payment of dividends, dividends and making of contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowertheir respective consolidated group, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of Liens securing the Obligations or any comparable term in any Permitted Refinancing thereof and Liens permitted under Section 7.01(cc) and 7.01(dd) and Holdings shall not own any Equity Interests other than those of the Borrower. Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loans. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.

Appears in 1 contract

Samples: Credit Agreement (Surgery Partners, Inc.)

Permitted Activities. Holdings shall not With respect to each Holdco, engage in any material operating or business activitiesactivity; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) (x) in the case of Holdings, its ownership of the Equity Interests of the Lead Borrower or any Intermediate Holding Company and (y) in the case of any Intermediate Holding Company, its ownership of Equity Interests of the Lead Borrower, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock Equity Interests or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, providing a performance guaranty in connection with a Permitted Securitization and (x) in the case of Holdings, making contributions to the capital of the Borrower, guaranteeing the obligations of the Lead Borrower and guaranteeing the obligations of any Securitization Subsidiary Intermediate Holding Company and the Lead Borrower and its Restricted Subsidiaries and (y) in an amount not the case of any Intermediate Holding Company, making contributions to exceed $450,000,000the capital of the Lead Borrower and guaranteeing the obligations of and the Lead Borrower and its Restricted Subsidiaries, (vi) participating in tax, accounting and other administrative matters as owner a member of the Borrowerconsolidated group of Topco, (vii) holding any cash incidental to or property (but not operate any activities permitted under this Section 7.14property), (viii) providing indemnification to officers, managers officers and directors and (ix) any activities incidental to the foregoing. Holdings Notwithstanding anything herein to the contrary, (i) no Intermediate Holding Company shall not incur own any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations Lead Borrower or any comparable term in any Permitted Refinancing thereof another Intermediate Holding Company (unless such Equity Interests are promptly contributed to the Lead Borrower and (ii) Holdings shall not own any Equity Interests other than (A) those of an Intermediate Holding Company or the Borrower. Notwithstanding anything Lead Borrower (unless such Equity Interests are promptly contributed to the contrary Lead Borrower) or (B) those of Topco in Article VII of this Agreementconnection with share purchases, if on any date (i) provided however, that including share purchases and the Loans have an Investment Grade Rating from both of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event”), then, beginning on such date and continuing at all times thereafter regardless of any subsequent change in the rating of the Loans, Sections 7.03, 7.06 and 7.08 (the “Terminated Covenants”) will no longer be applicable to the Loanspayments related thereto are permitted by Section 7.06. Upon and after such Covenant Termination Event, the Borrower and its Restricted Subsidiaries will be entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Terminated Covenants; provided that the covenants that are not Terminated Covenants shall be interpreted as though the Terminated Covenants continue to be applicable during such period. For illustrative purposes only, even though Section 7.03 will not be in effect during a period, Section 7.01(dd) will be interpreted as though Section 7.03(q) were still in effect during such period.165

Appears in 1 contract

Samples: Credit Agreement (Trinseo S.A.)

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