Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to: (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary, (b) make any loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its Property to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply: (1) to encumbrances or restrictions existing under or by reason of applicable law or regulations; (2) with respect to clauses (a), (b) and (c), to restrictions: (A) in effect on the Issue Date (or otherwise contemplated by the Plan of Reorganization) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,” (B) relating to a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(A) or (B) above or in clause (3)(A) or (B) below or any extension, renewal or replacement of any agreement containing such restriction, so long as such restriction is not materially less favorable to the holders of Notes than those under the agreement evidencing being extended, renewed or refinanced, or (D) arising in connection with a Qualified Securitization Transaction; (3) with respect to clause (c) only, to restrictions: (A) relating to Permitted Liens that limit the right of the debtor to dispose of the Property subject to such Lien, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business, (E) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale. (4) customary restrictions contained in joint venture or similar agreements; and (5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or (6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 10 contracts
Samples: Indenture (Worldcom Inc), Indenture (Worldcom Inc), Indenture (Mci Inc)
Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(bii) make any loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or
(ciii) transfer any of its Property to the Company or any other Restricted Subsidiary. .
(b) The foregoing preceding limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2i) with respect to clauses (aa)(i), (bii) and (ciii), to restrictions:
(A1) in effect on the Issue Date (or otherwise contemplated by including, without limitation, restrictions pursuant to the Plan of ReorganizationSenior Credit Facility),
(2) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,”
(B) relating to a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
(C3) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ab)(i)(1) or (B2) above or in clause (3)(Ab)(ii)(1) or (B2) below or any extensionof this Section 4.14, renewal or replacement of any agreement containing provided such restriction, so long as such restriction is restrictions are not materially less favorable favorable, taken as a whole, to the holders Holders of Notes than those under the agreement evidencing being extendedthe Debt so Refinanced, renewed or refinanced, orand
(D) arising in connection with a Qualified Securitization Transaction;
(3ii) with respect to clause (ca)(iii) of this Section 4.14 only, to restrictions:
(A1) relating to Permitted Liens Debt that is permitted to be Incurred and secured pursuant to Sections 4.10 and 4.12 that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B2) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C3) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E4) customary restrictions contained in stock or asset sale agreements limiting the transfer of such Property pending the closing of such sale.,
(45) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained agreements entered into in the terms governing any Debt if (as determined ordinary course of business and in good faith by the Board of Directors) the encumbrances or restrictions either (x) would notfaith, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (reasonable and any substantially similar provisions contained customary borrowing base covenants set forth in any other agreements evidencing Debt of the Company or any Restricted Subsidiary)otherwise permitted by this Indenture.
Appears in 2 contracts
Samples: Indenture (Technical Olympic Usa Inc), Indenture (Tousa Delaware Inc)
Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(b) make any loans or advances to the Company or any other Restricted Subsidiary or
(c) transfer any of its Property to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:
(A) in effect on the Issue Date (or otherwise contemplated by the Plan of Reorganization) or relating to Debt Incurred under clause (k) of the definition of “"Permitted Debt,”"
(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(A) or (B) above or in clause (3)(A) or (B) below or any extension, renewal or replacement of any agreement containing such restrictionbelow, so long as such restriction is not materially no less favorable to the holders of Notes than those under the agreement evidencing being extendedthe Debt so Refinanced, renewed or refinanced, or
(D) arising in connection with a Qualified Securitization Transaction;and
(3) with respect to clause (c) only, to restrictions:
(A) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Sections 4.09 and 4.11 hereof that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any encumbrances or restrictions contained in security agreements or mortgages securing Debt of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreement or mortgage,
(E) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,, or
(EF) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.;
(4) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors)
(i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 2 contracts
Samples: Indenture (Armstrong World Industries Inc), Indenture (Armstrong World Industries Inc)
Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the right ability of any Restricted Subsidiary to:
to (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, Stock to the Company or a Restricted Subsidiary or pay any other Restricted Subsidiary,
Indebtedness owed to the Company, (b) make any loans or advances to the Company or any other Restricted Subsidiary or
(c) transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. The foregoing limitations will not applyCompany, except:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:,
(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (or otherwise contemplated by the Plan of Reorganization) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,”Date;
(B) relating any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to clause (b)(1) of Section 4.03 or any agreement pursuant to which such Indebtedness was issued if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith);
(C) any encumbrance or restriction with respect to a Restricted Subsidiary and existing at the time it became a pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary if on or prior to the date on which such restriction Restricted Subsidiary was not created in connection with acquired by the Company (other than Indebtedness Incurred as consideration in, or in anticipation to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or) and outstanding on such date;
(CD) that result from the any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Debt Indebtedness Incurred pursuant to an agreement referred to in clause (2)(AA) or (B) above of clause (1) of this Section 4.05 or this clause (D) or contained in any amendment to an agreement referred to in clause (3)(AA) or (B) below of clause (1) of this Section 4.05 or this clause (D); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any extension, renewal such refinancing agreement or replacement of any agreement containing such restriction, so long as such restriction is not materially amendment are no less favorable to the holders of Notes Holders than those under the agreement evidencing being extended, renewed or refinanced, or
(D) arising encumbrances and restrictions with respect to such Restricted Subsidiary contained in connection with a Qualified Securitization Transactionsuch predecessor agreements;
(3E) with respect to clause (c) onlyany Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to restrictions:which such Indebtedness was Incurred;
(AF) relating Liens permitted to Permitted Liens be incurred under the provisions of Section 4.09 that limit the right of the debtor to dispose of the Property assets subject to such Lien,Liens;
(BG) encumbering Property at the time such Property was acquired by the Company encumbrances or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created restrictions contained in agreements entered into in connection with or in anticipation of such acquisition,Hedging Obligations permitted from time to time under this Indenture;
(CH) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth requirements imposed by suppliers customers or landlords required by insurance, surety or bonding companies, in each case, under agreements contracts entered into in the ordinary course of business;
(I) existing under, by reason of or with respect to applicable law, rule, regulation or order;
(J) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; and
(K) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and
(2) with respect to clause (c) only,
(EA) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(B) any encumbrance or restriction contained in credit agreements, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such credit agreements, security agreements or mortgages; and
(C) customary restrictions contained in asset sale agreements limiting the transfer of such Property assets pending the closing of such sale.
(4) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 1 contract
Samples: Indenture (Glatfelter P H Co)
Restrictions on Distributions from Restricted Subsidiaries. The Company (a) Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any of their respective Restricted Subsidiary Subsidiaries to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company Holdco or any other Restricted Subsidiary,
(bii) make any loans or advances to the Company Holdco or any other Restricted Subsidiary Subsidiary, or
(ciii) transfer any of its Property to the Company Holdco or any other Restricted Subsidiary. .
(b) The foregoing limitations will not apply:
(1i) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:
(A1) in effect on the Issue Date (or otherwise contemplated by including restrictions pursuant to the Plan of Reorganization) or relating to Debt Incurred under clause (k) of Notes, the definition of “Permitted DebtIndenture and the New Credit Facility),”
(B2) relating to arising under Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, orHoldco or HLI,
(C3) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ab)(i)(1) or (B2) above or in clause (3)(Ab)(ii)(1) or (B2) below or any extensionof this Section 4.14, renewal or replacement of any agreement containing provided such restrictionrestrictions are not less favorable, so long taken as such restriction is not materially less favorable a whole, to the holders of Notes Holders than those under the agreement evidencing being extended, renewed or refinancedthe Debt so Refinanced, or
(D4) arising under Debt or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction;; provided that such restrictions apply only to such Securitization Entity; and
(3ii) with respect to clause (ca)(iii) of this Section 4.14 only, to restrictions:
(A1) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Note Guaranty pursuant to Sections 4.09 and 4.11 that limit the right of the debtor to dispose of or transfer the Property subject to securing such LienDebt,
(B2) encumbering Property at the time such Property was acquired by the Company Holdco or any Restricted Subsidiary, so long as such restriction relates restrictions relate solely to the Property so acquired and was were not created in connection with or in anticipation of such acquisition,
(C3) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E4) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale., or
(45) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained agreements entered into in the terms governing any Debt if (as determined ordinary course of business and in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary)faith.
Appears in 1 contract
Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(bii) make any loans or advances to the Company or any other Restricted Subsidiary or
(ciii) transfer any of its Property to the Company or any other Restricted Subsidiary. .
(b) The foregoing limitations will shall not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2i) with respect to clauses (aa)(i), (ba)(ii) and (c)a)(iii) of this Section 4.13, to restrictions:
(A) in effect on the Issue Date (or otherwise contemplated by the Plan of Reorganization) or relating to Debt Incurred under clause (k) of the definition of “Permitted DebtDate,”
(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ai)(A) or (B) above or in clause (3)(Aii)(A) or (B) below or pursuant to any extensionCredit Facilities, renewal or replacement of provided, that any agreement containing such restriction, so long as such restriction is not materially less favorable to the holders Holders of Notes than those under the agreement evidencing being extendedthe Debt so Refinanced or, renewed or refinancedin the case of any Credit Facilities, than those under the Credit Facility, or
(D) arising in connection with a Qualified Securitization Transaction;relating to Debt that is Incurred pursuant to 4.09(b)(iii) and
(3ii) with respect to clause (ca)(iii) of this Section 4.13 only, to restrictions:
(A) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Subsidiary Guaranty pursuant to Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as any such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E) customary restrictions customarily contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.,
(4E) customary restrictions customarily contained in joint venture Debt instruments limiting the sale of all or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability substantially all of the Company assets of the obligor, provided that such Debt is permitted to make payments on the Notes or (y) in the case of any Permitted Refinancingbe Incurred pursuant to Section 4.09, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6F) required pursuant to the Indenture (and any substantially similar provisions customarily contained in any other Debt of the Company or any Restricted Subsidiary)agreements governing Permitted Business Investments entered into in good faith.
Appears in 1 contract
Samples: Indenture (Aviall Inc)
Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(b) make any loans or advances to the Company or any other Restricted Subsidiary or
(c) transfer any of its Property to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:
(A) in effect on the Issue Date (or otherwise contemplated by the Plan of Reorganization) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,”
(B) relating to a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(A) or (B) above or in clause (3)(A) or (B) below or any extension, renewal or replacement of any agreement containing such restriction, so long as such restriction is not materially less favorable to the holders of Notes than those under the agreement evidencing being extended, renewed or refinanced, or
(D) arising in connection with a Qualified Securitization Transaction;
(3) with respect to clause (c) only, to restrictions:
(A) relating to Permitted Liens that limit the right of the debtor to dispose of the Property subject to such Lien,
(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.
(4) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 1 contract
Samples: Indenture (Mci Inc)
Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(bii) make any loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or
(ciii) transfer any of its Property to the Company or any other Restricted Subsidiary. .
(b) The foregoing limitations will shall not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2i) with respect to clauses (aa)(i), (bii) and (ciii), to restrictions:
(A1) in effect on the Issue Date (or otherwise contemplated by including, without limitation, restrictions pursuant to the Plan of ReorganizationSenior Credit Facility and this Indenture),
(2) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,”
(B) relating to a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or,
(C3) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ab)(i)(1) or (B) above or in 2), this clause (3)(Ab)(i)(3) or clause (b)(ii)(1) or (B2) below or any extensionof this Error! Reference source not found., renewal or replacement of any agreement containing such restriction, so long as provided such restriction is not materially no less favorable to the holders Holders of Notes than those under the agreement evidencing being extended, renewed or refinanced, orthe Debt so Refinanced,
(D4) under applicable laws or orders,
(5) arising in connection with a Qualified Securitization Transaction;Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle),
(36) that constitute customary restrictions on the transfer of any Property arising under a security agreement or similar agreement or instrument governing a Lien permitted under this Indenture; and
(ii) with respect to clause (ca)(iii) of this Section 4.14 only, to restrictions:
(A1) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Subsidiary Guaranty pursuant to Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B2) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C3) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements agreements, Property or rights thereunder,
(D4) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E) that constitute customary restrictions contained in asset sale agreements limiting the transfer of such Capital Stock or Property pending the closing of such sale.,
(45) that constitute customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained agreements entered into in the terms governing any Debt if (as determined ordinary course of business and in good faith by the Board of Directors) the encumbrances or restrictions either (x) would notfaith, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Property of the Indenture (and Company or any substantially similar provisions Restricted Subsidiary not otherwise prohibited by this Indenture. Nothing contained in this Section 4.14 shall prevent the Company or any Restricted Subsidiary from (1) Incurring or assuming any Lien otherwise permitted by this Indenture, or (2) restricting the sale or other disposition of Property of the Company of any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiary)Subsidiaries.
Appears in 1 contract
Samples: Indenture (Greif Brothers Corp)
Restrictions on Distributions from Restricted Subsidiaries. The Company Hxxxx and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any of their respective Restricted Subsidiary Subsidiaries to:
(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company Hxxxx or any other Restricted Subsidiary,
(b) make any loans or advances to the Company Hxxxx or any other Restricted Subsidiary Subsidiary, or
(c) transfer any of its Property to the Company Hxxxx or any other Restricted Subsidiary. The foregoing limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:
(A) in effect on the Issue Date (or otherwise contemplated by including restrictions pursuant to the Plan of Reorganization) or relating to Debt Incurred under clause (k) of Notes, this Indenture and the definition of “Permitted DebtNew Credit Facility),”
(B) relating to arising under Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Hxxxx or the Company, orIssuer,
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) of the second paragraph of this Section 4.14 or in clause (2)(A) or (B) above or in clause (3)(A) or (B) below or any extensionof the second paragraph of this Section 4.14, renewal or replacement of any agreement containing provided such restrictionrestrictions are not less favorable, so long taken as such restriction is not materially less favorable a whole, to the holders of Notes Holders than those under the agreement evidencing being extended, renewed or refinanced, orthe Debt so Refinanced,
(D) arising under Debt or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction;; provided that such restrictions apply only to such Securitization Entity, or
(3E) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Note Guarantee pursuant to Sections 4.09 and 4.11 that limit the right of the debtor to dispose of or transfer the Property securing such Debt; and
(2) with respect to clause (c) only, to restrictions:
(A) relating to Permitted Liens that limit the right of the debtor to dispose of the Property subject to such Lien,
(B) encumbering Property at the time such Property was acquired by the Company Hxxxx or any Restricted Subsidiary, so long as such restriction relates restrictions relate solely to the Property so acquired and was were not created in connection with or in anticipation of such acquisition,
(CB) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(EC) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale., or
(4D) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained agreements entered into in the terms governing any Debt if (as determined ordinary course of business and in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary)faith.
Appears in 1 contract
Samples: Indenture (Hli Operating Co Inc)
Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
(bii) make any loans or advances to the Company or any other Restricted Subsidiary orSubsidiary,
(ciii) transfer any of its Property to the Company or any other Restricted Subsidiary. , or
(iv) grant Liens to secure the obligations under this Indenture.
(b) The foregoing limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2i) with respect to clauses (aa)(i), (bii), (iii) and (c)iv) above, to restrictions:
(A1) in effect on the Issue Date Date,
(or otherwise contemplated by the Plan of Reorganization2) or relating to Debt Incurred under clause (k) of the definition of “Permitted Debt,”
(B) relating to a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
(C3) that result resulting from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ab)(i)(1) or (B2) above or in clause (3)(Ab)(ii)(1) or (B2) below or any extensionbelow, renewal or replacement of any agreement containing provided such restriction, so long as such restriction is not materially restrictions are no less favorable in any material respect to the holders Holders of Notes than those under the agreement evidencing being extended, renewed or refinancedthe Debt so Refinanced, or
(D4) arising existing by reason of applicable law, regulation, order, approval, license, permit or similar restriction, in connection with each case issued or imposed by a Qualified Securitization Transaction;governmental authority, and
(3ii) with respect to clause (ca)(iii) of this Section 4.12 only, to restrictions:
(A1) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.8 and Section 4.10 that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B2) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
(C3) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,, or
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E4) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.
(4) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 1 contract
Samples: Indenture (Rent Way Inc)
Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create (a) Create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any Restricted Subsidiary to:
to (ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt Indebtedness or other obligation owed, to the Company Borrower or any other Restricted Subsidiary,
, (bii) make any loans or advances to the Company Borrower or any other Restricted Subsidiary or
Subsidiary, or (ciii) transfer any of its Property to the Company Borrower or any other Restricted Subsidiary. The .
(b) With respect to Section 7.10(a)(i), (ii) and (iii), the foregoing limitations restrictions will not applyapply to restrictions which are:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2) with respect to clauses (a), (b) and (c), to restrictions:
(Ai) in effect on the Issue Closing Date (or otherwise contemplated by including, without limitation, restrictions pursuant to the Plan of Reorganization) or relating to Debt Incurred under clause (k) of Loan Documents and the definition of “Permitted Debt,”Senior Notes Indenture);
(Bii) relating to Indebtedness of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, orBorrower;
(Ciii) that result from the Refinancing of Debt Indebtedness Incurred pursuant to an agreement referred to in clause (2)(ASection 7.10(b)(i) or (Bii) above or in clause (3)(Ac)(i) or (Bii) below or any extensionbelow, renewal or replacement of any agreement containing provided such restriction, so long as such restriction is restrictions are not materially less favorable favorable, taken as a whole, to the holders of Notes Lenders than those under the agreement evidencing being extendedthe Indebtedness so Refinanced;
(iv) relating to Indebtedness incurred after the Closing Date, renewed so long as such restrictions (x) are not materially less favorable, taken as whole, to the Lenders than those restrictions in effect on the Closing Date pursuant to the Loan Documents or refinanced(y) relate to Indebtedness incurred pursuant to Section 7.1(b)(iii), so long as the respective restrictions apply only to specific Property or projects financed with the respective Incurrence of Indebtedness and/or to any Subsidiary substantially of all whose assets consist of Property or a project financed with proceeds of such Indebtedness;
(v) existing under or by reason of applicable law or governmental regulation; or
(Dvi) arising that constitute customary restrictions contained in connection with a Qualified Securitization Transaction;joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in good faith and not otherwise prohibited by the Loan Documents.
(3) with respect to clause (c) With respect to Section 7.10(a)(iii) only, the foregoing restrictions will not apply to restrictionsrestrictions which are:
(Ai) relating to Indebtedness that is permitted to be Incurred and secured by a Permitted Liens Lien pursuant to Sections 7.1 and 7.2 that limit the right of the debtor to dispose of the Property subject to securing such Lien,Indebtedness;
(Bii) encumbering Property at the time such Property was acquired by the Company Borrower or any Restricted Subsidiary, so long as such restriction relates restrictions relate solely to the Property so acquired and was were not created in connection with or in anticipation of such acquisition,;
(Ciii) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,;
(Div) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under agreements contracts entered into in the ordinary course of business,; or
(Ev) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.
(4) customary restrictions contained in joint venture or similar agreements; and
(5) restrictions contained in the terms governing any Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary).
Appears in 1 contract
Restrictions on Distributions from Restricted Subsidiaries. (a) The Parent and the Company shall not, and shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the right of any of their respective Restricted Subsidiary Subsidiaries to:
(ai) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to any Restricted Subsidiary or, in the case of a Restricted Subsidiary that is not owned, directly or indirectly by the Company or any other Guarantor, to the Parent or any Restricted Subsidiary,
(bii) make any loans or advances to the Company Parent or any other Restricted Subsidiary Subsidiary, or
(ciii) transfer any of its Property to the Company Parent or any other Restricted Subsidiary. .
(b) The foregoing limitations will not apply:
(1) to encumbrances or restrictions existing under or by reason of applicable law or regulations;
(2i) with respect to clauses (ai), (bii) and (ciii), to restrictions:
(A) in effect on the Issue Date (or otherwise contemplated by including, without limitation, restrictions pursuant to the Plan of Reorganization) or relating to Debt Incurred under clause (k) of Notes, this Indenture and the definition of “Permitted DebtSenior Secured Credit Facilities),”
(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent or the Company, or,
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (2)(Ai)(A) or (B) above or in clause (3)(Aii)(A) or (B) below or any extensionbelow; provided such restrictions are not more restrictive, renewal or replacement of any agreement containing such restrictiontaken as a whole, so long as such restriction is not materially less favorable to the holders of Notes than those under contained in the agreement evidencing being extended, renewed or refinanced, orthe Debt so Refinanced,
(D) arising contained in any agreement for the sale or other disposition of a Restricted Subsidiary in accordance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition,
(E) relating to Debt or other contractual requirements or restrictions of a Securitization Subsidiary in connection with a Qualified Permitted Receivables Financing; provided that such restrictions only apply to such Securitization Transaction;Subsidiary,
(3F) contained in any agreement governing Debt incurred by a Foreign Restricted Subsidiary permitted under Section 4.09; provided that such restrictions only apply to such Foreign Restricted Subsidiary; provided, further, that such Debt is not guaranteed by the Parent or any of its Domestic Restricted Subsidiaries, and
(G) customary restrictions contained in any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or other similar agreement or arrangement to the extent the related Hedging Obligation is otherwise permitted under this Indenture.
(ii) with respect to clause (ciii) only, to restrictions:
(A) relating to Permitted Liens Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Guarantee pursuant to Section 4.09 and Section 4.11 that limit the right of the debtor to dispose of the Property subject to securing such LienDebt,
(B) encumbering Property at the time such Property was acquired by the Company Parent or any Restricted Subsidiary, so long as such restriction relates restrictions relate solely to the Property so acquired and was were not created in connection with or in anticipation of such acquisition,
(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
(D) any restrictions on cash or other deposits or net worth imposed by suppliers or landlords under agreements entered into the ordinary course of business,
(E) customary restrictions contained in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements limiting the transfer of such Property pending the closing of such sale.,
(4E) customary restrictions contained in joint venture or and similar agreements; agreements entered into in the ordinary course of business and otherwise not prohibited by this Indenture,
(F) customary non-assignment provisions in leases entered into in the ordinary course of business, and
(5G) restrictions contained on cash or other deposits or net worth imposed by customers under contracts entered into in the terms governing any Debt if (as determined in good faith by the Board ordinary course of Directors) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company to make payments on the Notes or (y) in the case of any Permitted Refinancing, are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced; or
(6) required pursuant to the Indenture (and any substantially similar provisions contained in any other Debt of the Company or any Restricted Subsidiary)business.
Appears in 1 contract
