Restricted Junior Payments Clause Samples

Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that: (a) any Subsidiary of Borrower may declare and pay dividends or make other distributions ratably to its equity holders; (b) [reserved]; (c) Holdings and its Subsidiaries may make payments in respect of Earn Out Indebtedness and Seller Notes; (d) [reserved]; (e) the Borrower may pay management fees, indemnification fees and expenses to Madison or its Affiliates pursuant to the Management Services Agreement; provided that upon the occurrence of an Event of Default under Section 8.1(a), (f) or (g) and during the continuance thereof, no payment of any management fees or similar distributions to Madison or any of its Affiliates shall be permitted under this Section 6.4(e) (it being understood that indemnification fees and expenses (whether allocated or otherwise) shall still be permitted); (f) Holdings and its Subsidiaries may make other Restricted Junior Payments in an aggregate amount not to exceed the Cumulative Amount as in effect immediately prior to the making of such Restricted Junior Payment; provided that (other than with respect to usages of clauses (i), (iii) or (vii) of Cumulative Amount) immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom; (g) Holdings and its Subsidiaries may make other Restricted Junior Payments in an aggregate amount not to exceed the Cumulative Equity Amount as in effect immediately prior to the making of such Restricted Junior Payment; provided that (A) Borrower shall have delivered to Administrative Agent an officer’s certificate of an Authorized Officer, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating in reasonable detail the calculation of the Cumulative Equity Amount immediately prior to the making of such Restricted Junior Payment and the amount thereof elected to be so applied; (h) [reserved]; (i) Holdings and its Subsidiaries may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of the subordination agreement applicable thereto; (j) the Borrower may make payments to the direct parent company of the Borro...

Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries or Affiliates through any manner or means or through any other Person to (a) directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment, including but not limited to, principal payments on the Senior Secured Indebtedness but excluding interest payments on any Senior Secured Indebtedness or (b) otherwise make any optional or voluntary repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing in this clause (b)) of the Senior Secured Indebtedness; provided that: (i) the Company may make principal payments to Capital C Energy Operations, L.P. in an amount not to exceed $5,000,000 to satisfy interest payments which accrued under the Capital C Subordinated Note that were paid in kind (i.e. added to the principal amount thereof); (ii) from July 1, 2010 until December 31, 2010, Company may make cash interest payments to Capital C Energy Operations, L.P. accruing under the Capital C Subordinated Note so long as the aggregate Unused Revolving Commitment Amount is greater than or equal to $10,000,000 both before and after giving effect to such cash interest payments; (iii) from the Seventh Amendment Effective Date until February 28, 2011, Company may repurchase, redeem, prepay or otherwise retire all or any portion of the outstanding Senior Secured Notes from time to time; provided, however, that (A) the aggregate amount of cash paid by the Company or any Guarantor with respect to such repurchases, redemptions, prepayments or other retirements of such Senior Secured Notes shall not exceed $30,000,000, and (B) if such aggregate amount, at any time, exceeds $20,000,000, the Borrowing Base is reduced as required under Section 2.3(f)(i); and (iv) from the Seventh Amendment Effective Date until the Revolving Commitment Termination Date, Company may make cash distributions on account of any shares of any class of stock of the Company so long as (A) the aggregate Unused Revolving Commitment Amount is greater than or equal to $10,000,000 before giving effect to such cash distribution, (B) the aggregate amount of such cash distributions does not exceed $4,000,000, and (C) the Borrowing Base is reduced as required under Section 2.3(f)(ii).

Restricted Junior Payments. From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller would fail to meet its obligations set forth in Section 7.2(e).

Restricted Junior Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that: (a) Borrowers may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by the Purchase Agreement, and subject to the subordination provisions contained in the Subordination Agreement; (b) Borrowers may make Restricted Junior Payments to Holdings (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $250,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) so long as any of the Borrowers and/or any of their Subsidiaries is a partnership or disregarded entity for U.S. federal and state income tax purposes or is otherwise filing a consolidated or combined tax return with Holdings, to the extent necessary to permit Holdings to discharge any tax liabilities payable by Holdings, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose; (c) commencing with the Fiscal Year beginning January 1, 2007, and so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers may make Restricted Junior Payments to Holdings, and Holdings may then make Restricted Junior Payments, in each case for the purpose of repurchasing or redeeming Capital Stock of Holdings from employees upon the death, disability or other termination of employment of any such employee in an amount not to exceed $750,000 in any Fiscal Year; (d) at any time on or after the fifth anniversary of the Closing Date, Borrowers may make cash payments in respect of the Senior Subordinated Notes corresponding to the amount of accrued original issue discount (as defined in Section 1273 of the Internal Revenue Code) in respect of the Senior Subordinated Notes so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such Restricted Junior Payment and after giving effect thereto, the sum of (A) the amount, if any, by which (1) the Revolving Commitments exceed (2) the sum of the Total Utilization of R...

Restricted Junior Payments. Borrower will not make any Restricted Junior Payment if after giving effect thereto, Borrower’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).

Restricted Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or Unmatured Event of Default has occurred or would result therefrom, the Borrower may declare and make distributions to its member on its membership interests.

Restricted Junior Payments. Seller will not make any Restricted Junior Payment if after giving effect thereto, Seller’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).

Restricted Junior Payments. Borrower shall not and shall cause each other Loan Party and each SPC Party not to make any Restricted Junior Payment; provided, that the Loan Parties may make Restricted Junior Payments so long as (a) no Default or Event of Default shall then exist or would result therefrom, (b) such Restricted Junior Payments have been approved by all necessary action on the part of the Loan Parties or SPC Parties, as applicable, and in compliance with all applicable laws and (c) such Restricted Junior Payments are paid from Unrestricted Cash.

Restricted Junior Payments. Borrower shall not make any Restricted Junior Payment; provided, that Borrower may make Restricted Junior Payments so long as (a) no Default or Event of Default shall then exist or would result therefrom, (b) such Restricted Junior Payments have been approved by all necessary action on the part of Borrower and in compliance with all applicable laws and (c) such Restricted Junior Payments are paid from Unrestricted Cash.