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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so 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, (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, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture.

Restrictions on Subsidiary Distributions. Except as provided hereinpursuant to any Credit Document, 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company Company, in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(b), (d), (h) and (k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely on the property so acquired and acquired, (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, (iii) in the Infineum Agreement, (iv) in any of the Senior Subordinated Notes Documents, the Holdings Notes Indenture or any documents or agreements executed in connection with the Holdings Notes Indenture, (v) 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, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely Liens permitted to be incurred hereunder that limit the securities, right to dispose of the assets and revenues of subject to such Joint VentureLiens.

Restrictions on Subsidiary Distributions. Except as provided hereinpursuant to any Credit Document, 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company Company, in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(b), (d), (h) and (k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely on the property so acquired and acquired, (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, (iii) in the Infineum Agreement, (iv) in the Senior Subordinated Notes Documents, (v) 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, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely Liens permitted to be incurred hereunder that limit the securities, right to dispose of the assets and revenues of subject to such Joint VentureLiens.

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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, or (c) make loans or advances to Company or any other Subsidiary of Company, provided, none of clauses (a) through (c) shall apply to (i) customary restrictions pending a sale of a Subsidiary (or (d) transfer any of its property property, assets or assets Capital Stock) permitted hereunder which restrictions arise under an executed agreement in respect of such sale and relate only to Company or any other the Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and being sold, (ii) restrictions imposed by reason applicable law, (iii) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c), any Surviving Indebtedness permitted under Section 6.1(g) and Indebtedness of customary provisions restricting assignments, subletting Foreign Subsidiaries under Section 6.1(i) and (iv) any restrictions existing on cash or other transfers contained in leases, licenses, joint venture agreements and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (iii) that are or were created by virtue business 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, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof Company and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureits Subsidiaries.

Restrictions on Subsidiary Distributions. Except as provided herein, no 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 Company GS/Landec – Credit and Guaranty Agreement Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Holdings or any other Subsidiary of CompanyHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Holdings or any other Subsidiary of CompanyHoldings, (c) make loans or advances to Company Holdings or any other Subsidiary of CompanyHoldings, or (d) transfer any of its property or assets to Company Holdings or any other Subsidiary of Company Holdings, in each case, other than restrictions (i) in the Credit Documents and the ABL Credit Documents, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(i) that impose restrictions on the property so acquired and acquired, (iiiii) 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, (iiiiv) 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, (iv) arising under applicable law, (v) that are restrictions and conditions imposed by any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, law and (vi) that are customary provisions restrictions and conditions contained in Joint Venture agreements and other similar agreements relating solely to the securitiessale of a Subsidiary pending such sale, assets provided such restrictions and revenues of conditions apply only to the Subsidiary that is to be sold and such Joint Venturesale is permitted hereunder.

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 the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (c) make loans or advances to the Company or any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or any other Subsidiary of Company the Company; in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and 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) on the disposition of assets contained in agreements relating to the sale of assets, provided such restrictions and conditions apply only to the assets that are or were created by virtue of any transfer ofto be sold and such sale is permitted hereunder. No Credit Party shall, agreement to transfer or option or right with respect to any propertynor shall it permit its Subsidiaries to, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) enter into any Contractual Obligation in effect on which would prohibit a Domestic Subsidiary of the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint VentureCompany from becoming a Credit Party.

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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(g) that impose restrictions on the property so acquired and 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 businessbusiness to the extent such agreements are permitted hereunder, (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. No Credit Party shall, (iv) arising under applicable lawnor shall it permit its Subsidiaries to, (v) enter into any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues which would prohibit a Subsidiary of such Joint VentureCompany from becoming a Credit Party.

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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, or (c) make loans or advances to Company or any other Subsidiary of Company, PROVIDED, none of clauses (a) through (c) shall apply to (i) customary restrictions pending a sale of a Subsidiary (or (d) transfer any of its property property, assets or assets Capital Stock) permitted hereunder which restrictions arise under an executed agreement in respect of such sale and relate only to Company or any other the Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and being sold, (ii) restrictions imposed by reason applicable law, (iii) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c), any Surviving Indebtedness permitted under Section 6.1(g) and Indebtedness of customary provisions restricting assignments, subletting Foreign Subsidiaries under Section 6.1(i) and (iv) any restrictions existing on cash or other transfers contained in leases, licenses, joint venture agreements and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (iii) that are or were created by virtue business 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, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof Company and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureits Subsidiaries.

Restrictions on Subsidiary Distributions. Except as provided herein, 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing (x) purchase money Indebtedness permitted by Section 6.1(jclause (h) of the definition of Permitted Indebtedness and (y) Indebtedness in respect of floorplan financings permitted by clause (i) of the definition of Permitted Indebtedness, in each case, that impose restrictions on the property so acquired and 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, (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, and (iv) arising under applicable lawin the ABL Loan Documents. No Loan Party shall, (v) nor shall it permit its Subsidiaries to, enter into any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues Obligations which would prohibit a Subsidiary of such Joint VentureCompany from being a Loan Party.

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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(k) that impose restrictions on the property so acquired and 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 businessbusiness to the extent such agreements are permitted hereunder, 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. No Credit Party shall, (iv) arising under applicable lawnor shall it permit its Subsidiaries to, (v) enter into any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues which would prohibit a Subsidiary of such Joint VentureCompany from becoming a Credit Party.