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 Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower Holdings or any of its other Subsidiary of Parent BorrowerSubsidiaries, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Borrower Holdings or any of its other Subsidiary of Parent BorrowerSubsidiaries, (c) make loans or advances to Parent Borrower or any other Subsidiary of Parent BorrowerCredit Party, or (d) transfer any of its property or assets to Parent Borrower or any other Subsidiary of Parent Borrower Credit Party 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 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Parent Borrower Company or any other Subsidiary of Parent BorrowerCompany (other than permitted stock dividends payable solely in shares of that class of stock to the holders of that class), (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(iSECTION 6.1(h) and Section 6.1(mor (i) that impose restrictions on the property so acquiredacquired or leased, (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., 62 CREDIT AND GUARANTY AGREEMENT

Restrictions on Subsidiary Distributions. Except as provided herein, in any other Loan Document or in the Senior Subordinated Notes Documents, no Credit Loan 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 Holdings to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Borrower Holdings or any other Subsidiary of Parent Borrower, Holdings; (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent any Borrower or any other Subsidiary of Parent Borrower, Holdings; (c) make loans or advances to Parent Borrower Holdings or any other Subsidiary of Parent Borrower, or Holdings; or (d) transfer 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 Indebtedness permitted by Section 6.1(iSections 6.01(j) and Section 6.1(mor 6.01(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 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 not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any other Loan Document, no Credit Loan 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 Lead Borrower to to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Parent Lead Borrower or any other Subsidiary of Parent Lead Borrower, ; (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent Lead Borrower or any other Subsidiary of Parent Lead Borrower, ; (c) make loans or advances to Parent Lead Borrower or any other Subsidiary of Parent Lead Borrower, or ; or (d) transfer any of its property or assets to Parent Lead Borrower or any other Subsidiary of Parent Lead 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 (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, or (iv) in Local Facilities permitted by Section 6.01(p).

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 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 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 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(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 (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 or (iii) described on Schedule 6.16.

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 Parent 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 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 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(m9.2(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 under the European AR Factoring Facilities, the European First Lien Term Loan Agreement and the Second Lien Term 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 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 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 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.

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 '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 the Revolving Credit Documents, (ii) in the Senior Note Documents, (iii) 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, (iiiv) 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 (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 not otherwise prohibited under this AgreementAgreement or (vi) described on Schedule 6.6.

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 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 Parent Borrower Media Company to (ai) pay dividends or make any other distributions on any of such SubsidiaryMedia Company’s Capital Stock owned by Parent the Borrower or any other Subsidiary of Parent the Borrower, (bii) repay or prepay any Indebtedness owed by such Subsidiary Media Company to Parent the Borrower or any other Subsidiary of Parent the Borrower, (ciii) make loans or advances to Parent the Borrower or any other Subsidiary of Parent any Borrower, or (div) transfer any of its property or assets to Parent the Borrower or any other Subsidiary of Parent Borrower the Borrower, other than restrictions (iA) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(i) and Section 6.1(m6.1(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.