Permitted Restricted Payments Sample Clauses

Permitted Restricted Payments. (a) Upstream Payments and (b) other Distributions made by any Obligor or Subsidiary following the repayment in full of the FILO Loan and the Term Loan; provided, that (i) at the time such Distribution is made and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (ii) on a pro forma basis immediately after giving effect to such Distribution, the financing thereof and the payment of reasonable costs and expenses related thereto (including, without limitation, the funding of any Revolver Loans or incurrence of other Debt to finance such Distribution or the payment of such costs and expenses), either (A) both (1) Availability, calculated as of the day such Distribution is made and for the period of 30 consecutive days ending on the day such Distribution is made, shall equal or exceed 25% of the aggregate Revolver Commitments as of such date and (2) the Fixed Charge Coverage Ratio, determined as if such Distribution has been made, and all Debt related to such Distribution (including, without limitation, any Revolver Loans made or other Debt incurred to finance such Distribution) had been incurred, on the first day of the twelve consecutive month period most recently ended prior to the date such Distribution is made for which financial statements have been (or are required to have been) delivered to Agent pursuant to Section 10.1.2(a) or (b), shall equal or exceed 1.00 to 1.00, or (B) Availability, calculated as of the day such Distribution is made and for the period of 30 consecutive days ending on the day such Distribution is made, shall equal or exceed 30% of the aggregate Revolver Commitments as of such date, and (iii) Agent shall have received a certificate of a Senior Officer of Borrower Representative in form and substance reasonably satisfactory to Agent, dated as of the date of such Distribution, certifying that the conditions set forth in the foregoing clauses (b)(i) and (b)(ii) have been satisfied. Person: any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity. Plan: any employee benefit plan (as defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate. Platform: as defined in Section 14.3.3.
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Permitted Restricted Payments. The provisions of subsection 6.5A shall not prohibit:
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Permitted Restricted Payments. So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, Section 3.11(A) will not prohibit:
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Permitted Restricted Payments. 1. Borrower's Equity as of the last day of the Fiscal Year immediately preceding the Calculation Date. $________ 2. 3% of Item A.1 $________ 3. Cumulative amount of Restricted Payments during the applicable Fiscal Year as of the Calculation Date $________ B. A.M. Best rating of Life Reassurance as of the Calculation Date ________ C. Total Capital 1. Statutory Surplus of Life Reassurance $________ 2. Statutory Surplus of TexasRe (excluding the Statutory Carrying Value of Life Reassurance) to the extent such amount exceeds minimum capital and surplus requirements of its Department $________ 3. Any cash, cash equivalents and Invested Assets (excluding surplus debentures of TexasRe on books of Borrower, GAAP book value of TexasRe and investments in the Capital Trust) $________ 4. Sum of Items C.1 through C.3 $________ D. Outstanding Amount of Capital Securities $________ E. Sum of Items C.4 and D $________ F. Consolidated Indebtedness of Borrower and its Subsidiaries as of the Calculation Date. $________ [Item A.3 is not permitted to exceed Item A.2 unless (a) no Event of Default or Unmatured Event of Default exists, (b) Item B is "A" or better and (c) Item E is greater than Item F]
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Permitted Restricted Payments. (g) The form of Borrowing Base Report attached to the Credit Agreement as EXHIBIT E is hereby deleted and the reference thereto in the Table of Contents is likewise deleted.
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Permitted Restricted Payments any Restricted Payment
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Permitted Restricted Payments. 1. Pay the amounts due and expense reimbursement in the ordinary course of business under the terms of the Management Agreement, as amended pursuant to its Amendment No. 1 dated as of August 17, 2005, its Amendment No. 2 dated as of August 23, 2006 and its Amendment No. 3 dated as of October 8, 2009, until the consummation of a Qualified Initial Public Offering, following which no further such payments shall be made. Fees thereunder may be increased to $1,000,000 annually in the aggregate.
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Related to Permitted Restricted Payments

  • Restricted Payments, etc On and at all times after the Effective Date:

  • Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

  • Permitted Payments So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, payments on account of the Subordinated Debt in the ordinary course of business.

  • Restricted Payment In relation to the Borrower and its Subsidiaries, any ------------------ (a) Distribution or (b) payment or prepayment by the Borrower or its Subsidiaries to the Borrower's shareholders or to any Affiliate of the Borrower or the Borrower's shareholders in their capacity as a shareholder.

  • Limitation on Restricted Payments (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • Restricted Payments; Restrictive Agreements (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof.

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except:

  • Excepted Payments Notwithstanding any other provision of this Agreement or the Security Documents, any Excepted Payment received at any time by the Agent shall be distributed promptly to the Person entitled to receive such Excepted Payment.

  • Restricted Payments; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

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