Purchase of Assets, Investments. Such Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than: (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8); (b) Cash Equivalents; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d); (e) bank deposits established in accordance with Section 5.15; (f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors; (g) Investments in the form of Holdings Loans; (h) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and (j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to Agent. Without limiting the generality of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Purchase of Assets, Investments. Such Credit Party will notNo Borrower will, and no Borrower will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, than (ix) in the ordinary course of business business, (y) with respect to intercompany Debt permitted hereunder or (iiz) as otherwise set forth to facilitate a transaction in this Section 5.8which such Borrower or Subsidiary will incur Permitted Mortgage Debt. Such Credit Party No Borrower will not, and no Borrower will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
than (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
; (b) Cash Equivalents;
; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
that portion of such Domestic Subsidiary's assets which, if owed by a Borrower, would constitute Collateral; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
5.14; (fe) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
; (gf) Investments in the form of Holdings Loans;
(h) other Investments not described above loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
; (g) Investments in Subsidiaries formed after the Closing in order to facilitate any refinancing or replacement of Debt outstanding under the Securitization Documents; (h) Investments in Subsidiaries formed to facilitate the incurrence of the Permitted Mortgage Debt, which Investments consist of Borrowers' Real Property in Wood Dale, Illinois or Garden City, New Jersey; (i) Permitted Acquisitions, including the establishment intercompany Debt permitted pursuant to Section 5.1; and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) other Investments of Holdings (to the extent owned by Holdings on the Closing Date) not exceeding $3,000,000 in any Fiscal Year and $9,000,000 in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of aggregate so long as at the outstanding capital stock or other equity interests time of any such Person owned by Holdings has been pledged to AgentInvestment, no Event of Default exists and is continuing. Without limiting the generality of the foregoing, such Credit Party will notno Borrower will, and no Borrower will not permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Purchase of Assets, Investments. Such Credit Party Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) than in the ordinary course of business or (ii) as may otherwise set forth be used or useful in this Section 5.8the conduct of such Person’s business as then conducted and permitted hereunder. Such Credit Party Borrower will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
than (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
; (b) Cash Equivalents;
Equivalents and, in the case of Foreign Subsidiaries, similar investments customary for countries in which such Foreign Subsidiary conducts business; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) Borrower has pledged to Agent all of the outstanding capital stock or other equity interests of any such Domestic Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
; (fe) Investments in securities of Account Debtors account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
account debtors; (f) loans to officers and employees in an aggregate principal amount not to exceed $500,000 at any time outstanding; (g) intercompany loans permitted under Section 5.1(d); (h) transactions permitted under Section 5.7; (i) Guarantees to the extent permitted by Section 5.1 or 5.3; (j) Investments in the form of Holdings Loans;
Interest Rate Contracts permitted under Section 5.3(g); (hk) other Investments not described above included in any of the foregoing and not exceeding (i) $1,000,000 in any given Fiscal Year of Borrower and $5,000,000 in the aggregate during the term of this Agreement plus (ii) the Available Investment Amount; (l) Investments in any Foreign Subsidiaries or any joint venture or partnership not exceeding (i) $5,000,000 in any given Fiscal Year of Borrower and $10,000,000 in the aggregate during the term of this Agreement plus (ii) the Available Investment Amount; and (m) loans and advances by Borrower to Holdings (the proceeds of which may be used by Holdings in its discretion) in an aggregate amount not to exceed $1,000,000 at any one time outstanding;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (up to the extent owned by Holdings on Available Distribution Amount, less the Closing Dateaggregate amount of loans and advances made after the First Amendment Effective Date pursuant to this clause (m) in and any dividends or distributions made after the capital stock First Amendment Effective Date pursuant to Section 5.4(e). Notwithstanding the foregoing, Borrower may acquire, or other equity securities of (i) Econometrixmay cause a Subsidiary to acquire, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all or substantially all of the outstanding capital stock assets, or other all or substantially all of the equity interests securities, of any such Person owned by Holdings has been pledged to Agent. Without limiting with the generality prior written approval of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire Required Lenders or create any Subsidiary (other than in connection with a Permitted Acquisition.”
(11) or (ii) engage Section 5.13 of the Credit Agreement is hereby deleted in any joint venture or partnership with any other Person.its entirety and the following is substituted in lieu thereof:
Appears in 1 contract
Samples: Credit Agreement (DynaVox Inc.)
Purchase of Assets, Investments. Such Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party The Company will not, and will not permit any Subsidiary to, directly or indirectly acquire any assets other than in the ordinary course of business, which shall include the making of Consolidated Capital Expenditures to the extent permitted under Section 8.14. The Company will not, and will not permit any Subsidiary to, make, acquire or own any Investment in any Person other than:
(a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
(b) Temporary Cash Equivalents;
(c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and Investments; (ii) with respect to investments Investments by the Company in any of its Subsidiaries that are not Borrowers, or any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
any other Subsidiary; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
(fiii) Investments received from customers or suppliers in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the connection with bankruptcy or insolvency restructuring; (iv) loans and advances to employees for travel, moving expenses or emergencies; (v) notes issued by officers, directors and employees in exchange for equity interests in the Company; (vi) any notes, securities or other instruments received as consideration for any sale of such Account Debtors;
assets permitted under this Agreement; (gvii) Investments in existing on the form of Holdings Loans;
date hereof and listed on Schedule 8.7 hereof; and (hviii) other Investments not described set forth above in an aggregate amount not to exceed $1,000,000 at any one time outstanding;
(i) Permitted Acquisitions250,000, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of the outstanding capital stock or other equity interests excluding appreciation of any such Person owned by Holdings has been pledged to AgentInvestments after the date of acquisition. Without limiting the generality of the foregoing, such Credit Party the Company will not, and will not permit any Subsidiary to, (iA) acquire or create any Subsidiary unless (other than I) such Subsidiary is organized under the laws of a state of the United States and (II) concurrently therewith, the Agent shall have received, for the benefit of the Lenders, (x) a pledge of the outstanding capital stock of such Subsidiary, (y) a guaranty by such Subsidiary of the obligations of the Company hereunder and (z) a grant of a Lien on substantially all of the assets of such Subsidiary (subject to Permitted Liens), for the benefit of the Lenders, to secure such guaranty, all pursuant to documentation in connection with a Permitted Acquisition) form and substance reasonably acceptable to Agent and Required Lenders or (iiB) engage in any joint venture or partnership with any other PersonPerson not a Loan Party.
Appears in 1 contract
Purchase of Assets, Investments. Such Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
(a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
(b) Cash Equivalents;
(c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to the Collateral Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of the Collateral Agent, for its benefit and the benefit of the Administrative Agent and Lenders, a Lien on all or substantially all of the assets;
(d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
(f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
(g) Investments in the form of Holdings Loans;
(h) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstanding;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to the Collateral Agent. Without limiting the generality of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Comsys It Partners Inc)
Purchase of Assets, Investments. Such Credit Party will notNo Borrower will, and no Borrower will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, than (ix) in the ordinary course of business business, (y) with respect to intercompany Debt permitted hereunder or (iiz) as otherwise set forth to facilitate a transaction in this Section 5.8which such Borrower or Subsidiary will incur Permitted Mortgage Debt. Such Credit Party No Borrower will not, and no Borrower will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
than (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
; (b) Cash Equivalents;
; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
that portion of such Domestic Subsidiary’s assets which, if owed by a Borrower, would constitute Collateral; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
5.14; (fe) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
; (gf) Investments in the form of Holdings Loans;
(h) other Investments not described above loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
; (g) Investments in Subsidiaries formed after the Closing in order to facilitate any refinancing or replacement of Debt outstanding under the Securitization Documents; (h) Investments in Subsidiaries formed to facilitate the incurrence of the Permitted Mortgage Debt, which Investments consist of Borrowers’ Real Property in Wood Dale, Illinois or Garden City, New Jersey; (i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewithintercompany Debt permitted pursuant to Section 5.1; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of Crane Joint Venture so long as the outstanding capital stock or other equity interests amount of any such Person owned Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Holdings has been pledged Borrowers pursuant to AgentBorrowers’ guarantee of the Debt incurred by the Crane Joint Venture under the Crane Joint Venture Debt Documents; (k) Investments in the AAR-GS 737 Classics Leasing LLC Joint Venture or its Subsidiaries so long as the amount of such Investment does not exceed Ten Million Dollars ($10,000,000); and (1) other Investments not exceeding $3,000,000 in any Fiscal Year and $9,000,000 in the aggregate so long as at the time of any such Investment, no Event of Default exists and is continuing. Without limiting the generality of the foregoing, such Credit Party will notexcept as otherwise provided above, no Borrower will, and no Borrower will not permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Purchase of Assets, Investments. Such Credit Party (a) No Borrower will, or will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make(w) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business, constituting Capital Expenditures to the extent permitted pursuant to Section 6.1 or constituting replacement assets purchased with proceeds of Property Insurance Policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding, (x) create, acquire or enter into any agreement to create or acquire any Subsidiary other than Wholly-Owned Subsidiaries which are Domestic Subsidiaries acquired or created to consummate a Permitted Acquisition and for which the requirements set forth in Sections 4.12(b) and 4.12(c) have been satisfied, (y) engage or enter into any agreement to engage in any joint venture or partnership with any other Person or (z) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than:than (without duplication):
(a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) existing on the date of this Section Agreement and set forth on Schedule 5.8);
(bii) Cash Equivalents;
(ciii) (y) additional Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any Wholly-Owned Subsidiaries existing as of the Closing Date which are Domestic Subsidiaries (but are not Dormant Subsidiaries) and (z) additional Investments in the capital stock or other equity interests of any Wholly-Owned Subsidiaries existing as of the Closing Date which are Foreign Subsidiaries (but are not Dormant Subsidiaries) in an aggregate amount for all such Subsidiary or such BorrowerForeign Subsidiaries not to exceed $8,000,000, as minus the case may beamount of loans, has been pledged payables and other obligations owing by Wholly-Owned Subsidiaries pursuant to Agent and clause (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed of Section 5.1(f) above and minus the Obligations and secured such Guarantee by granting in favor amount of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
(d) intercompany loans to Foreign Subsidiaries Guarantees made pursuant to the extent permitted pursuant to final proviso of Section 5.1(d5.1(j);
(eiv) bank deposits established in accordance with Section 5.155.17;
(fv) Investments in securities of Account Debtors account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtorsaccount debtors;
(gvi) Investments in the form of Holdings LoansSwap Contracts permitted under Section 5.1(e) and Section 5.3(c);
(hvii) other Investments not described above (y) cashless loans to officers and employees provided that the proceeds thereof are used by such officers and employees solely to purchase capital stock of LOUD, and (z) loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 500,000 at any one time outstanding;
(viii) payroll advances in the Ordinary Course of Business;
(ix) Investments in the form of loans between or among the Credit Parties made in lieu of distributions otherwise permitted under Section 5.4 (with such loans being subject to the same dollar restrictions, if any, applicable to the corresponding provisions of Section 5.4, and with any such loans reducing, on a dollar-by-dollar basis, the corresponding amount of distributions otherwise permitted by Section 5.4);
(x) Investments received as consideration for Asset Dispositions permitted in Section 5.7; and
(xi) other Investments in an aggregate amount at any one time outstanding not to exceed $100,000.
(b) Notwithstanding the foregoing, any Borrower may acquire, or may cause a Wholly-Owned Subsidiary that is a Domestic Subsidiary to acquire, all or substantially all of the assets, or all (but not less than all) of the capital stock or other equity securities, of any Person (the “Target”) (in each case, a “Permitted Acquisition”) with the prior written approval of Required Lenders or subject to the satisfaction of each of the following conditions:
(i) Administrative Agent shall have received not less than twenty (20) Business Days’ prior notice (or any more reduced period of prior notice as may be approved from time to time by Administrative Agent) of such proposed Permitted AcquisitionsAcquisition, which notice shall include a due diligence package including the following materials, each in form and substance reasonably satisfactory to Administrative Agent:
(A) copies of the Target’s three most recent annual income statements and balance sheets, together with the audit opinions thereon, if any, of the Target’s independent accountants, together with available interim financial statements, (B) if available, any asset or business appraisals, (C) a general description of the business to be acquired, (D) a general description of the competitive position of the business to be acquired within its industry, (E) a summary of pending and known threatened litigation adversely affecting the business or assets to be acquired, (F) a description of the method of financing such acquisition, including sources and uses, (G) a listing of locations of all personal and real property to be acquired, (H) a description of any change in management of the establishment Credit Parties, after giving effect to such acquisition, (I) all agreements to be assumed or acquired, but solely to the extent such agreements are of equivalent or greater materiality to the Credit Parties as compared to any applicable Material Contract, (J) if the Target owns or leases, or if the assets to be acquired includes, any owned real property or leased real property, and capitalization if reasonably requested by Administrative Agent, environmental reports and related information regarding any such property (other than leased property used solely as office space), (K) draft copies of wholly-owned all proposed acquisition agreements and all related transaction documents for such acquisition, together with all schedules thereto (followed by updated drafts as the same are generated and fully executed copies thereof within five (5) Business Days after the closing of such acquisition), and (L) any other material or reports reasonably requested by Administrative Agent and otherwise available; provided that with respect to each Small Scale Acquisition, Borrowers shall only be obligated to deliver the materials described in clauses (A), (D) and (L), to the extent that such materials are readily available.
(ii) Concurrently with delivery of the notice and due diligence materials referred to in clause (i) above, Borrower Representative shall have delivered to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent:
(A) a pro forma consolidated and consolidating balance sheet, income statement and cash flow statement of LOUD and its Subsidiaries (the “Acquisition Pro Forma”), based on most recently available financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of LOUD and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Debt and repayment of Debt in connection therewith, and such Acquisition Pro Forma shall reflect that (I) on a pro forma basis, LOUD and its Subsidiaries would have had a Senior Debt to EBITDA Ratio for the four quarter period reflected in the Compliance Certificate most recently delivered to Administrative Agent pursuant to Section 4.1(c) prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) of not more than the difference between (x) the maximum permitted amount of the Senior Debt to EBITDA Ratio as of the most recently completed Fiscal Quarter period for which a Compliance Certificate was required to be delivered to Administrative Agent less (y) fifty (50) basis points, (II) on a pro forma basis the condition set forth in clause II of Section 8.8(b)(ii)(A) of the Securities Purchase Agreement referred to in the defined term “Subordinated Debt Documents” is satisfied, and (III) on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Debt and repayment of Debt in connection therewith;
(B) updated versions of the projections most recently delivered to Administrative Agent pursuant to Section 4.1(m) covering the one (1) year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the requirements of Section 4.1(m) (the “Acquisition Projections”) and based upon historical financial data of a recent date reasonably satisfactory to Administrative Agent, taking into account such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Debt and repayment of Debt in connection therewith; and
(jC) Investments a certificate of Holdings a Responsible Officer of Borrower Representative to the effect that: (w) LOUD and each Subsidiary taken as a whole will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of LOUD and its Subsidiaries (on a consolidated basis) in all material respects as of the date thereof and the periods covered thereby, in each case after giving effect to the Permitted Acquisition and related transactions; (y) the Acquisition Projections represent Borrowers’ reasonable estimate of LOUD’s consolidated future financial performance as of the date thereof and after giving effect to the Permitted Acquisition, the assumptions contained therein are believed by Borrowers to be fair and reasonable in light of current business conditions and the Acquisition Projections demonstrate Borrowers’ projected compliance with the covenants set forth in Article 6 for the one-year period immediately following the consummation of such Permitted Acquisition; provided, that Borrowers can give no assurance that the results reflected in the Acquisition Projections will be attained; and (z) LOUD and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation, to the extent owned by Holdings on requested, were delivered to Administrative Agent;
(iii) such Permitted Acquisition shall only involve assets located in the Closing Date) United States (and in connection with the acquisition of the capital stock or other equity securities of a Target, such Target and any of its Subsidiaries shall be formed, incorporated or otherwise organized under the laws of a State within the United States) and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date and businesses reasonably related thereto, and which business would not subject Administrative Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Financing Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrowers prior to such Permitted Acquisition;
(iiv) Econometrixsuch Permitted Acquisition shall be consensual, Inc.shall have been approved by the Target’s board of directors (or comparable governing body) and shall be consummated in accordance with the terms of the agreements and documents related thereto, and in material compliance with all applicable Laws;
(v) no assets or liabilities (including, without limitation, Investments, Debt and Contingent Obligations) shall be acquired, incurred, assumed or otherwise be reflected on a California corporationconsolidated balance sheet of LOUD and its Subsidiaries after giving effect to such Permitted Acquisition, except (iiA) AutoHire Development, Inc. Loans made hereunder and (iiiB) VTPthose assets and liabilities which may be acquired, incurred or assumed in accordance with the provisions of this Agreement (including, without limitation, the provisions of Section 5.1, 5.3 and 5.8(a));
(vi) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Liens);
(vii) at or prior to the closing of any Permitted Acquisition, Administrative Agent will be granted a first priority perfected Lien (subject to Permitted Liens and any express carve-CAouts set forth in the Security Documents) in all assets acquired pursuant thereto or, Inc., a North Carolina corporation, providedas contemplated by Section 4.12, in each case, all of the outstanding assets and capital stock or other equity interests of any the Target, and LOUD, its Subsidiaries and the Target shall have executed such Person owned by Holdings has been pledged to Agent. Without limiting documents and taken such actions (including without limitation, the generality delivery of (A) certified copies of the foregoingresolutions of the board of directors (or comparable governing board) of LOUD, its Subsidiaries and the Target authorizing such Credit Party will notPermitted Acquisition and the granting of Liens described herein, (B) legal opinions in form and substance reasonably acceptable to Administrative Agent, and will not permit any Subsidiary to, (iC) acquire or create any Subsidiary evidence of insurance of the business to be acquired consistent with the requirements of Section 4.4) as may be reasonably required by Administrative Agent in connection therewith;
(other than viii) the sum of all amounts payable in connection with any Permitted Acquisition (including all transaction costs, all Debt, all liabilities and Contingent Obligations assumed and the maximum amount of any earn-out or comparable contingent payment obligation in connection therewith (whether or not any of the foregoing is reflected on LOUD’s consolidated balance sheet) and the fair market value of property transferred, but excluding the amount of any capital stock of LOUD sold or transferred to finance Permitted Acquisitions), shall not exceed (a) $2,500,000 in any Fiscal Year and (b) $5,000,000 from and following the Closing Date;
(ix) any earn-outs or other comparable contingent payment obligations incurred by the Credit Parties in connection with such Permitted Acquisition shall contain a stated maximum payment amount, the sum of which shall not exceed fifty percent (50%) of the amounts described in the preceding clause (viii) with respect to such Permitted Acquisition;
(x) the Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Target’s financial statements for its most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to the date of consummation of such Permitted Acquisition;
(xi) on or prior to the date of such Permitted Acquisition, Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, (iia) engage copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Administrative Agent and (b) amendments to the Schedules, to the extent necessary to make the representations and warranties in any joint venture this Agreement true and correct in all material respects after giving effect to the consummation of such Permitted Acquisition;
(xii) at the time of such Permitted Acquisition and after giving effect thereto, no Default or partnership with any other PersonEvent of Default has occurred and is continuing; and
(xiii) at the time of such Permitted Acquisition and after giving effect thereto, the aggregate amount of additional Revolving Loans available to Borrowers pursuant to the terms of this Agreement shall be not less than $5,000,000.
Appears in 1 contract
Purchase of Assets, Investments. Such Credit Party Neither the Borrower nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) than in the ordinary course of business business. Neither the Borrower nor any Consolidated Subsidiary will make or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
(a) Real Estate Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this by Section 5.8)5.16;
(b) Cash Equivalents;Investments in Subsidiaries or joint ventures principally engaged in the Construction Business; and
(c) Temporary Cash Investments; provided that no Real Estate Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
(d) intercompany loans to Foreign Subsidiaries to the extent permitted be made pursuant to Section 5.1(d);
clause (eb) bank deposits established in accordance with Section 5.15;
or (fc) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
(g) Investments in the form of Holdings Loans;
(h) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstanding;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to Agentabove. Without limiting the generality of the foregoing, such Credit Party the Borrower will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary without the consent of the Required Banks and arrangements satisfactory to the Required Banks for (other than in connection with x) a Permitted Acquisitionpledge of the stock of such Subsidiary to the Agent for the benefit of the Banks, (y) a guaranty by such Subsidiary of the obligations of the Borrower hereunder and (z) a grant of a Lien on the assets of such Subsidiary to the Agent for the benefit of the Banks to secure such guaranty; provided that the Borrower may create the New Headquarters Subsidiary and this Section shall not require the New Headquarters Subsidiary to guarantee the Borrower's obligations hereunder or (ii) engage in any joint venture to grant a Lien on its assets to secure such guaranty for so long as the Xxx Xxxxxxarters Subsidiary shall be prohibited by the terms of the Headquarters Refinancing from giving such a guaranty or partnership with any other Persongranting a Lien on its assets to secure such a guaranty.
Appears in 1 contract
Samples: Exchange Agreement (Perini Corp)
Purchase of Assets, Investments. Such Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
(a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
(b) Cash Equivalents;
(c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to the Collateral Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of the Collateral Agent, for its benefit and the benefit of the Administrative Agent and Lenders, a Lien on all or substantially all of the assets;
(d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
(f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
(g) Investments in the form of Holdings Loans;
(h) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstandingthe Holdings Intercompany Loan;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and Inc., (iii) VTP-CA, Inc., a North Carolina corporationcorporation and (iv) PFI, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to the Collateral Agent;
(k) Investments in the form of Swap Contracts permitted under Section 5.3(f); and
(l) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstanding. Without limiting the generality of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Comsys It Partners Inc)
Purchase of Assets, Investments. Such Credit Party Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) than in the ordinary course of business or (ii) as may otherwise set forth be used or useful in this Section 5.8the conduct of such Person’s business as then conducted and permitted hereunder. Such Credit Party Borrower will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
than (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
; (b) Cash Equivalents;
Equivalents and, in the case of Foreign Subsidiaries, similar investments customary for countries in which such Foreign Subsidiary conducts business; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) Borrower has pledged to Agent all of the outstanding capital stock or other equity interests of any such Subsidiary or such BorrowerDomestic Subsidiary, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
, and (iii) after giving effect to such Investment (either singly or in the aggregate) Borrower, DynaVox Services Inc. and Xxxxx-Xxxxxxx LLC shall continue to own and possess not less than 75% of the assets owned by all Credit Parties taken as a whole and account for not less than 75% of the Credit Parties’ gross revenues, taken as a whole; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
; (fe) Investments in securities of Account Debtors account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
account debtors; (f) loans to officers and employees in an aggregate principal amount not to exceed $500,000 at any time outstanding; (g) intercompany loans permitted under Section 5.1(d); (h) transactions permitted under Section 5.7; (i) Guarantees to the extent permitted by Section 5.1 or 5.3; (j) Investments in the form of Holdings Loans;
Interest Rate Contracts permitted under Section 5.3(g); (hk) other Investments not described above included in an any of the foregoing and not exceeding $500,000 in any given Fiscal Year of Borrower and not exceeding $2,500,000 in the aggregate amount not to exceed $1,000,000 at any one time outstanding;
during the term of this Agreement; and (i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(jl) Investments in any Foreign Subsidiaries or any joint venture or partnership not exceeding $2,500,000 in any given Fiscal Year of Holdings (to the extent owned by Holdings on the Closing Date) Borrower and not exceeding $5,000,000 in the capital stock aggregate during the term of this Agreement. Notwithstanding the foregoing, Borrower may acquire, or other equity securities of (i) Econometrixmay cause a Domestic Subsidiary to acquire, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all or substantially all of the outstanding capital stock assets, or other all or substantially all of the equity interests securities, of any such Person owned by Holdings has been pledged to Agent. Without limiting with the generality prior written approval of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire Required Lenders or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit Agreement (DynaVox Inc.)
Purchase of Assets, Investments. Such Credit Party will notNo Borrower will, and no Borrower will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, than (ix) in the ordinary course of business business, (y) with respect to intercompany Debt permitted hereunder or (iiz) as otherwise set forth to facilitate a transaction in this Section 5.8which such Borrower or Subsidiary will incur Permitted Mortgage Debt. Such Credit Party No Borrower will not, and no Borrower will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
than (a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
; (b) Cash Equivalents;
; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
that portion of such Domestic Subsidiary's assets which, if owed by a Borrower, would constitute Collateral; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
5.14; (fe) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
; (gf) Investments in the form of Holdings Loans;
(h) other Investments not described above loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
; (g) Investments in Subsidiaries formed after the Closing in order to facilitate any refinancing or replacement of Debt outstanding under the Securitization Documents; (h) Investments in Subsidiaries formed to facilitate the incurrence of the Permitted Mortgage Debt, which Investments consist of Borrowers Real Property in Wood Dale, Illinois or Garden City, New Jersey; (i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewithintercompany Debt permitted pursuant to Section 5.1; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of Crane Joint Venture so long as the outstanding capital stock or other equity interests amount of any such Person owned Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Holdings has been pledged Borrowers pursuant to AgentBorrowers' guarantee of the Debt incurred by the Crane Joint Venture under the Crane Joint Venture Debt Documents and (k) other Investments not exceeding $3,000,000 in any Fiscal Year and $9,000,000 in the aggregate so long as at the time of any such Investment, no Event of Default exists and is continuing. Without limiting the generality of the foregoing, such Credit Party will notexcept as otherwise provided above, no Borrower will, and no Borrower will not permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Purchase of Assets, Investments. Such Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8. Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
(a) Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
(b) Cash Equivalents;
(c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the Borrowers, so long as (i) all of the outstanding capital stock or other equity interests of any such Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Subsidiary has Guaranteed the Obligations and secured such Guarantee by granting in favor of Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
(d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
(f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
(g) Investments in the form of Holdings Loans;
(h) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstandingthe Holdings Intercompany Loan;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and Inc., (iii) VTP-CA, Inc., a North Carolina corporationcorporation and (iv) PFI, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to Agent;
(k) Investments in the form of Swap Contracts permitted under Section 5.3(f); and
(l) other Investments not described above in an aggregate amount not to exceed $1,000,000 at any one time outstanding. Without limiting the generality of the foregoing, such Credit Party will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Purchase of Assets, Investments. Such Credit Party Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly acquire any assets other than, solely with respect to the Borrowers and their respective Subsidiaries, (i) than in the ordinary course of business or (ii) as otherwise set forth in this Section 5.8business. Such Credit Party Borrowers will not, and will not permit any Subsidiary to, directly or indirectly make, acquire or own any Investment in any Person other than:
: (a) the Investments in the Xxxxxxxxxxx Loan, promissory notes made by employees of the Credit Parties payable to AHL in connection with the AHL stock incentive plan and the other Investments set forth on the Information Certificate, to the extent set forth therein (other than (i) Investments in Subsidiaries permitted pursuant to clause (c) and (j) of this Section 5.8);
Schedule 5.7; (b) Cash Equivalents;
; (c) Investments in Borrowers and Domestic Wholly-Owned Subsidiaries of the BorrowersSubsidiaries, so long as (i) the Borrower which owns the capital stock of such Domestic Subsidiary has pledged to Agent all of the outstanding capital stock or other equity interests of any such Domestic Subsidiary or such Borrower, as the case may be, has been pledged to Agent and (ii) with respect to investments in Subsidiaries that are not Borrowers, any such Domestic Subsidiary is either a Borrower or has Guaranteed the Obligations and secured such Guarantee by granting and, in favor of either event, has granted to Agent, for its benefit and the benefit of the Lenders, a Lien on all or substantially all of the assets;
; (d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant to Section 5.1(d);
(e) bank deposits established in accordance with Section 5.15;
5.14; (fe) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;
account debtors; (f) loans to officers and employees in an aggregate principal amount not to exceed $200,000 at any time outstanding; (g) Investments in Foreign Subsidiaries consisting of intercompany debt to the form of Holdings Loans;
extent permitted pursuant to Section 5.1(i); and (h) in addition to the Investments listed above, other Investments not described above (excluding Investments in an aggregate amount Foreign Subsidiaries) not to exceed $1,000,000 at any one time outstanding;
(i) Permitted Acquisitions, including the establishment and capitalization of wholly-owned Subsidiaries in connection therewith; and
(j) Investments of Holdings (to the extent owned by Holdings on the Closing Date) 250,000 in the capital stock or other equity securities of (i) Econometrix, Inc., a California corporation, (ii) AutoHire Development, Inc. and (iii) VTP-CA, Inc., a North Carolina corporation, provided, in each case, all of the outstanding capital stock or other equity interests of any such Person owned by Holdings has been pledged to Agentaggregate. Without limiting the generality of the foregoing, such Credit Party Borrowers will not, and will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than in connection with a Permitted Acquisition) or (ii) engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit Agreement (Ahl Services Inc)
