Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by BorrowerHoldings or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to BorrowerHoldings or any other Subsidiary of BorrowerHoldings, or (d) transfer any of its property or assets to BorrowerHoldings or any other Subsidiary of BorrowerHoldings other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Company shall not, no Credit Party shall, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by BorrowerHoldings the Company or by any other Subsidiary of BorrowerHoldingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings the Company or to any other Subsidiary of BorrowerHoldingsthe Company, (c) make loans or advances to BorrowerHoldings the Company or to any other Subsidiary of BorrowerHoldingsthe Company, or (d) transfer any of its property or assets to BorrowerHoldings the Company or to any other Subsidiary of BorrowerHoldings the Company other than restrictions (i) existing under this Agreement or the Revolving Credit Documents (as in effect on the Closing Date), (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(jSections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired, (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) [reserved], (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (iiivi) that in agreements evidencing Indebtedness permitted by Section 6.1(p) or 6.1(q), in each case, so long as such restrictions are or were created by virtue of any transfer ofnot more restrictive, agreement to transfer or option or right with respect to any propertytaken as a whole, assets or Capital Stock not otherwise prohibited under than the restrictions set forth in this Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of BorrowerHoldings to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock Equity Interests owned by BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsRestricted Subsidiary, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to BorrowerHoldings Holdings or any other Subsidiary of BorrowerHoldingsRestricted Subsidiary, (c) make loans or advances to BorrowerHoldings the Borrower or any other Restricted Subsidiary of BorrowerHoldings, or (d) transfer transfer, lease or license any of its property or assets to BorrowerHoldings Holdings or any other Restricted Subsidiary of BorrowerHoldings other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j7.01(g) or (l) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness or Refinancing Debt, in each case permitted to be incurred by Section 7.01, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Restricted Subsidiary in the ordinary course of business, (iiiv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock property not otherwise prohibited under this AgreementAgreement or (vi) described on Schedule 7.05.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Revolving Loan Agreement, no Credit Party neither Holdings nor Company shall, nor shall it they permit any of its the respective Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of BorrowerHoldings to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock owned by BorrowerHoldings Holdings, Company or any other Subsidiary of BorrowerHoldingsthe Restricted Subsidiaries, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to BorrowerHoldings Holdings, Company or any other Subsidiary of BorrowerHoldingsthe Restricted Subsidiaries, (c) make loans or advances to BorrowerHoldings Holdings, Company or any other Subsidiary of BorrowerHoldingsthe Restricted Subsidiaries, or (d) transfer any of its property or assets to BorrowerHoldings Holdings, Company or any other Subsidiary of BorrowerHoldings the Restricted Subsidiaries other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, acquired and (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries topursuant to the Horizon AG Intercompany Note and the Additional Horizon AG Intercompany Note, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by BorrowerHoldings Borrowers or any other Subsidiary of BorrowerHoldingsBorrowers, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings Borrowers or any other Subsidiary of BorrowerHoldingsBorrowers, (c) make loans or advances to BorrowerHoldings Borrowers or any other Subsidiary of BorrowerHoldingsBorrowers, or (d) transfer transfer, lease or license any of its property or assets to BorrowerHoldings Borrowers or any other Subsidiary of BorrowerHoldings Borrowers other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iiiii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this AgreementAgreement that imposes restrictions on such Equity Interests or assets or (iii) that exist under or by reason of applicable law.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower shall not, nor shall it permit any Subsidiary of its Subsidiaries the Borrower to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock (or other ownership interest) owned by BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (c) make loans or advances to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, or (d) transfer any of its property or assets to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldings the Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j9.2(c) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, asset sale agreements and similar agreements entered into in the ordinary course of business, and or (iii) on any Person that becomes a Subsidiary after the date hereof provided that such restrictions exist at the time such Person becomes a Subsidiary and are not created in contemplation of or were created by virtue of any transfer of, agreement to transfer or option or right in connection with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreementsuch Person becoming a Subsidiary.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Revolving Loan Documents, no Credit Party shallthe Borrowers shall not, nor and shall it not permit any Subsidiary of its Subsidiaries the Borrowers to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by BorrowerHoldings any Borrower or any other Subsidiary of BorrowerHoldingsany Borrower, (b) repay or prepay any Indebtedness Debt owed by such Subsidiary to BorrowerHoldings any Borrower or any other Subsidiary of BorrowerHoldingssuch Borrower, (c) make loans or advances to BorrowerHoldings the Borrowers or any other Subsidiary of BorrowerHoldingsthe Borrowers, or (d) transfer any of its property or assets to BorrowerHoldings the Borrowers or any other Subsidiary of BorrowerHoldings the Borrowers other than restrictions (i) in agreements evidencing purchase money Indebtedness Debt permitted by Section 6.1(jSections 10.2.1(g) that impose restrictions on the property so acquired, (ii) in any Contractual Obligation listed in Schedule 10.2.7 in effect on the Second Amendment Effective Date and (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course Ordinary Course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this AgreementBusiness.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shallthe Borrower shall not, nor shall it permit any Subsidiary of its Subsidiaries the Borrower to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock (or other ownership interest) owned by BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (c) make loans or advances to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, or (d) transfer any of its property or assets to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldings the Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j8.2(c) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, asset sale agreements and similar agreements entered into in the ordinary course of business, and (iii) on any Person that becomes a Subsidiary after the date hereof provided that such restrictions exist at the time such Person becomes a Subsidiary and are not created in contemplation of or were created by virtue of any transfer ofin connection with such Person becoming a Subsidiary, agreement to transfer or option or right (iv) with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreementthe Securitization Subsidiary as set forth in the Securitization Facility.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of BorrowerHoldings to (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock Equity Interests owned by BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsRestricted Subsidiary, (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to BorrowerHoldings Holdings or any other Subsidiary of BorrowerHoldingsRestricted Subsidiary, (c) make loans or advances to BorrowerHoldings the Borrower or any other Restricted Subsidiary of BorrowerHoldings, or (d) transfer transfer, lease or license any of its property or assets to BorrowerHoldings Holdings or any other Restricted Subsidiary of BorrowerHoldings other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j7.01(f) or (l) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness or Refinancing Debt, in each case permitted to be incurred by Section 7.01, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Restricted Subsidiary in the ordinary course of business, (iiiv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock property not otherwise prohibited under this AgreementAgreement or (vi) described on Schedule 7.05.

Restrictions on Subsidiary Distributions. Except as provided herein, or the Interim Order, the Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by BorrowerHoldings Borrower or any other Subsidiary of BorrowerHoldingsBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to BorrowerHoldings Borrower or any other Subsidiary of BorrowerHoldingsBorrower, (c) make loans or advances to BorrowerHoldings Borrower or any other Subsidiary of BorrowerHoldings, Borrower or (d) transfer transfer, lease or license any of its property or assets to BorrowerHoldings Borrower or any other Subsidiary of BorrowerHoldings Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by (x) Section 6.1(j6.1(h) that impose restrictions on the property so acquiredacquired and (y) Section 6.1(b), (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no none of the Borrower, or any other Credit Party shall, nor shall it permit any of its Subsidiaries the Media Companies to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of BorrowerHoldings Media Company to (ai) pay dividends or make any other distributions on any of such SubsidiaryMedia Company’s Capital Stock owned by BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (bii) repay or prepay any Indebtedness owed by such Subsidiary Media Company to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsthe Borrower, (ciii) make loans or advances to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldingsany Borrower, or (div) transfer any of its property or assets to BorrowerHoldings the Borrower or any other Subsidiary of BorrowerHoldings the Borrower, other than restrictions (iA) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(a)(ii) that impose restrictions on the property so acquired, (iiB) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iiiC) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (D) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement.