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 Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower or any other Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent Borrower, or (d) transfer any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m) 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 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 Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent Borrower or any other Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent Borrower, or (d) transfer transfer, lease or license any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(g) 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 Equity Interests not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.5.

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 Parent Borrower the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent any Borrower or any other Subsidiary of Parent any Borrower, (b) repay or prepay any Indebtedness Debt owed by such Subsidiary to Parent any Borrower or any other Subsidiary of Parent such Borrower, (c) make loans or advances to Parent Borrower the Borrowers or any other Subsidiary of Parent Borrowerthe Borrowers, or (d) transfer any of its property or assets to Parent Borrower the Borrowers or any other Subsidiary of Parent Borrower the Borrowers other than restrictions (i) in agreements evidencing purchase money Indebtedness Debt permitted by Section 6.1(i) and Section 6.1(mSections 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 Third 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 hereinherein or in the Second Lien Credit Agreement and the Permitted Subordinated Debt, 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 Parent Borrower Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent Borrower Borrowers or any other Subsidiary of Parent BorrowerBorrowers, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower Borrowers or any other Subsidiary of Parent BorrowerBorrowers, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent BorrowerBorrowers, or (d) transfer transfer, lease or license any of its property or assets to Parent Borrower Borrowers or any other Subsidiary of Parent Borrower Borrowers other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(k) 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 Equity Interests not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.5.

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 Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's Equity Interests owned by Parent Borrower or any other Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent Borrower, or (d) transfer transfer, lease or license any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(l) 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 Equity Interests not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Term 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 Parent Borrower the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent any Borrower or any other Subsidiary of Parent any Borrower, (b) repay or prepay any Indebtedness Debt owed by such Subsidiary to Parent any Borrower or any other Subsidiary of Parent such Borrower, (c) make loans or advances to Parent Borrower the Borrowers or any other Subsidiary of Parent Borrowerthe Borrowers, or (d) transfer any of its property or assets to Parent Borrower the Borrowers or any other Subsidiary of Parent Borrower the Borrowers other than restrictions (i) in agreements evidencing purchase money Indebtedness Debt permitted by Section 6.1(i) and Section 6.1(mSections 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 Closing 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 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 Parent Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent Borrower Holdings or any other Subsidiary of Parent BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower Holdings or any other Subsidiary of Parent BorrowerHoldings, (c) make loans or advances to Parent Borrower Holdings or any other Subsidiary of Parent BorrowerHoldings, or (d) transfer transfer, lease or license any of its property or assets to Parent Borrower Holdings or any other Subsidiary of Parent Borrower Holdings other than restrictions (i) in agreements evidencing purchase money any Permitted Refinancing Indebtedness and Indebtedness permitted by (v) Section 6.1(i6.1(j) and that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(m6.1(k) that impose restrictions on the property so acquired, (x) Sections 6.1(c), 6.1(m) and 6.1(s) (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w) and 6.1(x), (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 Credit Party shall, nor shall it permit any of its Subsidiaries tohereinin the Loan Documents, 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 Parent the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent the Borrower or any other Subsidiary of Parent the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent the Borrower or any other Subsidiary of Parent BorrowerGuarantor, (c) make loans or advances to Parent the Borrower or any other Subsidiary of Parent BorrowerGuarantor, or (d) transfer transfer, lease or license any of its property or assets to Parent the Borrower or any other Subsidiary of Parent Borrower Guarantor other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i6.01(j) and Section 6.1(mor (k) that impose restrictions on the property so acquired, (ii) in agreements evidencing Indebtedness permitted by Section 6.01(c) or (n), (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, and business or (iiiiiiiv) 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 Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and under the European AR Factoring Facilities, the European First Lien Term Loan Agreement and the Revolving Loan Agreement, 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 unstayed consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Parent Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower Company or any other Subsidiary of Parent BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower Company or any other Subsidiary of Parent BorrowerCompany, (c) make loans or advances to Parent Borrower Company or any other Subsidiary of Parent BorrowerCompany, or (d) transfer any of its property or assets to Parent Borrower Company or any other Subsidiary of Parent Borrower Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m) that impose restrictions on the property so acquired, acquired or financed and (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 herein, no Credit Party shall, nor shall it permit any of its Subsidiaries toherein and in the ABL Loan Agreement and the other ABL Documents, 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 Parent the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent the Borrower or any other Subsidiary of Parent the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent the Borrower or any other Subsidiary of Parent the Borrower, (c) make loans or advances to Parent the Borrower or any other Subsidiary of Parent the Borrower, or (d) transfer transfer, lease or license any of its property or assets to Parent a Borrower or any other Subsidiary of Parent a Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.01(k) 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 business or (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 Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries toherein and in the Term Loan Agreement and the other Term Loan Documents, 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 Parent a Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent such Borrower or any other Subsidiary of Parent such Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent a Borrower or any other Subsidiary of Parent a Borrower, (c) make loans or advances to Parent a Borrower or any other Subsidiary of Parent a Borrower, or (d) transfer transfer, lease or license any of its property or assets to Parent a Borrower or any other Subsidiary of Parent a Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.01(k) 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 business or (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 Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and the First Lien Credit Agreement, 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 Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower or any other Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent Borrower, or (d) transfer transfer, assign or lease any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m) 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 AgreementAgreement or (iv) described on Schedule 6.6.

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 Parent Borrower BorrowerHoldings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower BorrowerHoldings or any other Subsidiary of Parent BorrowerBorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower BorrowerHoldings or any other Subsidiary of Parent BorrowerBorrowerHoldings, (c) make loans or advances to Parent Borrower BorrowerHoldings or any other Subsidiary of Parent BorrowerBorrowerHoldings, or (d) transfer any of its property or assets to Parent Borrower BorrowerHoldings or any other Subsidiary of Parent Borrower BorrowerHoldings other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(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 hereinherein and in the First Lien Credit Agreement (or any refinancings or replacements thereof permitted by the terms of the Intercreditor Agreement), 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 Parent Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Parent Borrower or any other Subsidiary of Parent Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower or any other Subsidiary of Parent Borrower, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent Borrower, or (d) transfer any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(k) 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 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 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 Parent the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Parent the Borrower or any other Subsidiary of Parent the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent the Borrower or any other Subsidiary of Parent the Borrower, (c) make loans or advances to Parent the Borrower or any other Subsidiary of Parent the Borrower, or (d) transfer transfer, lease or license any of its property or assets to Parent the Borrower or any other Subsidiary of Parent the Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(g) 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 Equity Interests not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.5.