Common use of Restricted Entities Clause in Contracts

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Subsidiary, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Subsidiary, (c) except for such Investments permitted by Section 6.06, make or permit to exist Investments in any Excluded Subsidiary or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any Excluded Subsidiary; provided that such amendments, modifications, or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreements. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded Subsidiary (i) creating, incurring or suffering to exist any Debt, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiary, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded Subsidiary’s business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded Subsidiary to the holders of its Equity Interests in accordance with the terms of its applicable organizational documents, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded Subsidiary’s business and upon fair and reasonable terms no less favorable to such Excluded Subsidiary than such Excluded Subsidiary would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Subsidiary, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Subsidiary, (c) except for such Investments permitted by Section 6.06, make or permit to exist Investments in any Excluded Subsidiary or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any 3rd Amended/Restated Credit Agreement Excluded Subsidiary; provided that such amendments, modifications, or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreements. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded Subsidiary (i) creating, incurring or suffering to exist any Debt, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiary, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded Subsidiary’s business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded Subsidiary to the holders of its Equity Interests in accordance with the terms of its applicable organizational documents, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded Subsidiary’s business and upon fair and reasonable terms no less favorable to such Excluded Subsidiary than such Excluded Subsidiary would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Subsidiary, the Joint Venture, the Plains JV or any Future JV, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Subsidiary, the Joint Venture or the Plains JV, (c) except for such Investments permitted by Section 6.06, make or permit to exist Investments in any Excluded Subsidiary Subsidiary, the Joint Venture, the Plains JV, the Future JVs or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any Excluded Subsidiary, the Joint Venture, the Plains JV or any Future JV; provided that such amendments, modifications, or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreements. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded Subsidiary Subsidiary, the Joint Venture, the Plains JV or any Future JV (i) creating, incurring or suffering to exist any Debt, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiary, the Joint Venture, the Plains JV or any Future JV, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded Subsidiary’s business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded Subsidiary Subsidiary, the Joint Venture, any Future JV or the Plains JV to the holders of its their Equity Interests in accordance with the terms of its their applicable organizational documents, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded Subsidiary’s, the Joint Venture’s, a Future JV’s or the Plains JV’s, as applicable, business and upon fair and reasonable terms no less favorable to such an Excluded Subsidiary Subsidiary, the Joint Venture, a Future JV or the Plains JV, as applicable, than such Excluded Subsidiary Subsidiary, the Joint Venture, a Future JV or the Plains JV, as applicable, would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Restricted Subsidiary, the Joint Venture, the Plains JV or any Future JV, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Restricted Subsidiary, the Joint Venture or the Plains JV, (c) except for such Investments permitted by Section 6.06, make or permit to exist Investments in any Excluded Subsidiary Restricted Subsidiary, the Joint Venture, the Plains JV, the Future JVs or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any Excluded Restricted Subsidiary; provided that such amendments, modificationsthe Joint Venture, the Plains JV or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreementsany Future JV. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded Subsidiary Restricted Subsidiary, the Joint Venture, the Plains JV or any Future JV (i) creating, incurring or suffering to exist any DebtIndebtedness, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Restricted Subsidiary, the Joint Venture, the Plains JV or any Future JV, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded Restricted Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded a Restricted Subsidiary’s business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded Subsidiary a Restricted Subsidiary, the Joint Venture, any Future JV or the Plains JV to the holders Borrower or any of its Equity Interests in accordance with the terms of its applicable organizational documentsBorrower’s other Subsidiaries, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded a Restricted Subsidiary’s, the Joint Venture’s, a Future JV’s or the Plains JV’s, as applicable, business and upon fair and reasonable terms no less favorable to such Excluded Subsidiary a Restricted Subsidiary, the Joint Venture, a Future JV or the Plains JV, as applicable, than such Excluded Subsidiary Restricted Subsidiary, the Joint Venture, a Future JV or the Plains JV, as applicable, would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Subsidiarythe Restricted Subsidiary or the Joint Venture, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Subsidiarythe Restricted Subsidiary or the Joint Venture, (c) except for such Investments permitted by Section 6.06existing on the date of this Agreement and described on Schedule 6.14 attached hereto, make or permit to exist Investments in any Excluded the Restricted Subsidiary or the Joint Venture or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any Excluded Subsidiary; provided that such amendments, modifications, the Restricted Subsidiary or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreementsJoint Venture. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded the Restricted Subsidiary or the Joint Venture (i) creating, incurring or suffering to exist any DebtIndebtedness, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiarythe Restricted Subsidiary or the Joint Venture, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded SubsidiariesRestricted Subsidiary, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded the Restricted Subsidiary’s 's business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded the Restricted Subsidiary or the Joint Venture to the holders Borrower or any of its Equity Interests in accordance with the terms of its applicable organizational documentsBorrower's other Subsidiaries, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded the Restricted Subsidiary’s 's or the Joint Venture's, as applicable, business and upon fair and reasonable terms no less favorable to such Excluded Restricted Subsidiary or the Joint Venture, as applicable, than such Excluded the Restricted Subsidiary or the Joint Venture, as applicable, would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.

Restricted Entities. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Borrower shall not, nor shall it permit any of its Subsidiaries or any Holdco Entity to, (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Excluded Subsidiary, (b) except for Investments permitted by Section 6.06, sell, assign, pledge, or otherwise transfer any of its Properties to any Excluded Subsidiary, (c) except for such Investments permitted by Section 6.06, make or permit to exist Investments in any Excluded Subsidiary or in any of their respective Properties, or (d) amend, modify or supplement the voting or other consent provisions contained in the partnership agreement or other organizational documents of any Excluded Subsidiary; provided that such amendments, modifications, or supplements may be made without the consent of the Majority Lenders if such amendments, modifications or supplements are, as of the date they are entered into and considered individually and in the aggregate, not expected to materially decrease the economic benefit that the Borrower would have otherwise received pursuant to such agreements. Furthermore, the Borrower shall not, and shall not permit any of its Subsidiaries or any Holdco Entity to, consent to any Excluded Subsidiary (i) creating, incurring or suffering to exist any Debt, except trade payables in the ordinary course of business; (ii) creating, incurring or suffering to exist any Lien in, of or on the Property of any Excluded Subsidiary, except for the Liens of the type described in Sections 6.01(b), (c), (d), (e) or (f); (iii) merging or consolidating with or into any other Person; (iv) leasing, selling or otherwise disposing of its Property to any other Person other than (A) sales of such Property that are obsolete, redundant or otherwise not necessary in the business of the Excluded Subsidiaries, (B) sales of inventory in the ordinary course of business, or (C) operating leases entered into in the ordinary course of an Excluded Subsidiary’s business; (v) entering into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (1) distributions by an Excluded Subsidiary to the holders of its Equity Interests in accordance with the terms of its applicable organizational documents, and (2) in the ordinary course of business and pursuant to the reasonable requirements of an Excluded 83 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement Subsidiary’s business and upon fair and reasonable terms no less favorable to such Excluded Subsidiary than such Excluded Subsidiary would obtain in a comparable arms-length transaction; or (vi) conducting business in enterprises that are not in substantially the same field of business as presently conducted.