Permitted Payments to Parent Sample Clauses
The "Permitted Payments to Parent" clause defines the specific circumstances under which a subsidiary is allowed to make payments, such as dividends, management fees, or reimbursements, to its parent company. This clause typically outlines the types of payments that are allowed, any financial thresholds or conditions that must be met, and may require that the subsidiary remains in compliance with certain covenants before making such payments. Its core function is to ensure that the subsidiary retains sufficient resources to meet its own obligations and to prevent the parent from extracting excessive value, thereby protecting creditors and maintaining financial stability within the group structure.
Permitted Payments to Parent. Notwithstanding anything to the contrary herein, the Borrower shall not make any Restricted Payment other than in cash. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Borrower, such Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 6.01 will be determined by the Board of Directors of New Pyxus Topco whose resolution with respect thereto will be delivered to the Administrative Agent. Such Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $20.0 million.
Permitted Payments to Parent. The Board of Directors may designate any Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Company and its Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the greatest of (x) the net book value of such Investments at the time of such designation, (y) the fair market value of such Investments at the time of such designation and (z) the original fair market value of such Investments at the time they were made. Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The amount of all Restricted Payments (other than cash) shall be the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) on the date of the Restricted Payment of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculation required by this Section 4.09 were computed, which calculations may be based upon the Company's latest available financial statements.
Permitted Payments to Parent the repayment or repurchase of Indebtedness that is subordinated in right of payment to the Notes or the Note Guarantees upon an asset sale or Change of Control if and to the extent that such repayment or repurchase was required by the provisions of such Indebtedness; provided that, prior to such repayment or repurchase, the Company shall have made the Asset Sale Offer or Change of Control Offer, as applicable, with respect to the Notes as required by this Indenture, and the Company shall have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Asset Sale Offer or Change of Control Offer, as applicable;
Permitted Payments to Parent. Without duplication,
Permitted Payments to Parent provided that, in the case of clauses (2), (7) and (9), no Default has occurred and is continuing or would occur as a result thereof.