Common use of Purchase of Assets, Investments Clause in Contracts

Purchase of Assets, Investments. No Borrower will, and no Borrower will permit any Subsidiary to, directly or indirectly acquire any assets other than (x) in the ordinary course of business, (y) with respect to intercompany Debt permitted hereunder or (z) to facilitate a transaction in which such Borrower or Subsidiary will incur Permitted Mortgage Debt. No Borrower will and no Borrower 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; (b) Cash Equivalents; (c) Investments in Domestic Subsidiaries, so long as 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 that portion of such Domestic Subsidiary’s assets which, if owed by a Borrower, would constitute Collateral; (d) bank deposits established in accordance with Section 5.14; (e) 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; (f) loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any 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) intercompany Debt permitted pursuant to Section 5.1; (j) Investments in the Crane Joint Venture so long as the amount of any such Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Borrowers pursuant to Borrowers’ 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, except as otherwise provided above, no Borrower will, and no Borrower will permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary or (ii) engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.

Purchase of Assets, Investments. No Borrower willThe Company will not, and no Borrower will not permit any Subsidiary to, directly or indirectly acquire any assets other than (x) in the ordinary course of business, (y) with respect which shall include the making of Consolidated Capital Expenditures to intercompany Debt the extent permitted hereunder or (z) to facilitate a transaction in which such Borrower or Subsidiary under Section 8.14. The Company will incur Permitted Mortgage Debt. 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 (ai) Temporary Cash Investments; (ii) Investments set forth on by the Information CertificateCompany in any of its Subsidiaries or any Subsidiary in any other Subsidiary; (biii) Cash EquivalentsInvestments received from customers or suppliers in connection with bankruptcy or restructuring; (civ) Investments in Domestic Subsidiariesloans and advances to employees for travel, so long as 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 moving expenses or substantially all of that portion of such Domestic Subsidiary’s assets which, if owed by a Borrower, would constitute Collateralemergencies; (dv) bank deposits established in accordance with Section 5.14; (e) 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; (f) loans to officers 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 assets permitted under this Agreement; (vii) Investments existing on the date hereof and listed on Schedule 8.7 hereof; and (viii) other Investments not set forth above in an aggregate principal amount not to exceed $1,000,000 at any 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 Debt250,000, which Investments consist of Borrowers’ Real Property in Wood Dale, Illinois or Garden City, New Jersey; (i) intercompany Debt permitted pursuant to Section 5.1; (j) Investments in the Crane Joint Venture so long as the amount excluding appreciation of any such Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Borrowers pursuant to Borrowers’ guarantee Investments after the date 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 continuingacquisition. Without limiting the generality of the foregoing, except as otherwise provided above, no Borrower willthe Company will not, and no Borrower will not permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (iA) acquire or create any Subsidiary unless (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 form and substance reasonably acceptable to Agent and Required Lenders or (iiB) engage, outside of the ordinary course of business, engage in any joint venture or partnership with any other PersonPerson not a Loan Party.

Purchase of Assets, Investments. No Borrower will, and no Borrower will permit any Subsidiary to, directly or indirectly acquire any assets other than (x) in the ordinary course of business, (y) with respect to intercompany Debt permitted hereunder or (z) to facilitate a transaction in which such Borrower or Subsidiary will incur Permitted Mortgage Debt. No Borrower will and no Borrower 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; (b) Cash Equivalents; (c) Investments in Domestic Subsidiaries, so long as 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 that portion of such Domestic Subsidiary’s 's assets which, if owed by a Borrower, would constitute Collateral; (d) bank deposits established in accordance with Section 5.14; (e) 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; (f) loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any 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) intercompany Debt permitted pursuant to Section 5.1; and (j) Investments in the Crane Joint Venture so long as the amount of any such Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Borrowers pursuant to Borrowers’ 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, except as otherwise provided above, no Borrower will, and no Borrower will permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary or (ii) engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.

Purchase of Assets, Investments. No Borrower will, and no Borrower will permit any Subsidiary to, directly or indirectly acquire any assets other than (x) in the ordinary course of business, (y) with respect to intercompany Debt permitted hereunder or (z) to facilitate a transaction in which such Borrower or Subsidiary will incur Permitted Mortgage Debt. No Borrower will and no Borrower 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; (b) Cash Equivalents; (c) Investments in Domestic Subsidiaries, so long as 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 that portion of such Domestic Subsidiary’s 's assets which, if owed by a Borrower, would constitute Collateral; (d) bank deposits established in accordance with Section 5.14; (e) 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; (f) loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 at any 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’ Borrowers Real Property in Wood Dale, Illinois or Garden City, New Jersey; (i) intercompany Debt permitted pursuant to Section 5.1; (j) Investments in the Crane Joint Venture so long as the amount of any such Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Borrowers pursuant to Borrowers’ ' guarantee of the Debt incurred by the Crane Joint Venture under the Crane Joint Venture Debt Documents; Documents and (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, except as otherwise provided above, no Borrower will, and no Borrower will permit any Subsidiary (except to facilitate a transaction in which such Subsidiary will incur Permitted Mortgage Debt) to, (i) acquire or create any Subsidiary or (ii) engage, outside of the ordinary course of business, in any joint venture or partnership with any other Person.

Purchase of Assets, Investments. No Borrower willBorrowers will not, and no Borrower will not permit any Subsidiary to, directly or indirectly acquire any assets other than (x) in the ordinary course of business. Borrowers will not, (y) with respect to intercompany Debt permitted hereunder or (z) to facilitate a transaction in which such Borrower or Subsidiary will incur Permitted Mortgage Debt. No Borrower will 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) 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 CertificateSchedule 5.7; (b) Cash Equivalents; (c) Investments in Domestic Subsidiaries, 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 and (ii) 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 that portion of such Domestic Subsidiary’s assets which, if owed by a Borrower, would constitute Collateralthe assets; (d) bank deposits established in accordance with Section 5.14; (e) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtorsaccount debtors; (f) loans to officers and employees in an aggregate principal amount not to exceed $1,000,000 200,000 at any time outstanding; (g) Investments in Foreign Subsidiaries formed after consisting of intercompany debt to 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) intercompany Debt extent permitted pursuant to Section 5.1; (j) Investments in the Crane Joint Venture so long as the amount of any such Investment does not exceed One Million Five Hundred Thousand Dollars ($1,500,000) plus any amount paid by Borrowers pursuant to Borrowers’ 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 ($10,000,0005.1(i); and (1h) in addition to the Investments listed above, other Investments (excluding Investments in Foreign Subsidiaries) not exceeding to exceed $3,000,000 in any Fiscal Year and $9,000,000 250,000 in the aggregate so long as at the time of any such Investment, no Event of Default exists and is continuingaggregate. Without limiting the generality of the foregoing, except as otherwise provided above, no Borrower willBorrowers will not, 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 or (ii) engage, outside of the ordinary course of business, engage in any joint venture or partnership with any other Person.