Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (b) the ability of the Borrower or any Subsidiary to amend or otherwise modify any Loan Document, or (c) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (i) in any Loan Document, or (ii) in the case of clause (a), in any agreement governing any Indebtedness permitted by Section 8.2(e) as to the assets financed with the proceeds of such Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (TELA Bio, Inc.), Credit Agreement (TELA Bio, Inc.)
Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower or any Subsidiary of the Subsidiaries to amend or otherwise modify any Loan Document, or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Document, or (iiy) in the case of clause (ai), (a) in any agreement governing any Indebtedness permitted by clause (e) of Section 8.2(e) 8.2 as to the assets financed with the proceeds of such IndebtednessIndebtedness and (b) customary provisions in contracts (including without limitation leases and inbound licenses or Intellectual Property) restricting the assignment thereof.
Appears in 2 contracts
Samples: Credit Agreement (Avedro Inc), Credit Agreement (Avedro Inc)
Restrictive Agreements, etc. None of the Borrower Holdings or any of the its Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower Holdings or any Subsidiary of its Subsidiaries to amend or otherwise modify any Loan Document, Document or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the BorrowerBorrower or Holdings, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Document, Document or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by clause (d) of Section 8.2(e) 8.2 as to the assets financed with the proceeds of such Indebtedness.
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Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower or any Subsidiary of the Guarantors to amend or otherwise modify any Loan Investment Document, or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan DocumentInvestment Document (including any applicable intercreditor or subordination agreement), or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by Section 8.2(e8.2(d) as to the assets financed with the proceeds of such Indebtedness.
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Restrictive Agreements, etc. None of the Neither Borrower or will, and will not permit any of the Subsidiaries will their Consolidated Entities to, enter into any agreement prohibiting prohibiting
(a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than with respect to Restricted Entities;
(b) the ability of the Borrower or any Subsidiary Obligor to amend or otherwise modify any Loan Document, or ; or
(c) the ability of the Borrower or any Subsidiary Consolidated Entity to make any payments, directly or indirectly, to the either Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained in (i) in any Loan Document, (ii) the Holdings Notes Indenture or (iiiii) in the case of clause CLAUSE (a), in any agreement governing any Indebtedness permitted by Section 8.2(eCLAUSE (i) of SECTION 7.2.2 as to the assets financed with the proceeds of such Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners Holdings Inc)
Restrictive Agreements, etc. None of the Borrower or Loan Parties nor any of the their respective Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower or any Subsidiary Loan Party to amend or otherwise modify any Loan Document, or (ciii) the ability of the Borrower or any Subsidiary other Loan Party or its respective Subsidiaries to make any payments, directly or indirectly, to the BorrowerBorrower or any Guarantor, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Document, or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by Section 8.2(e) as to the assets financed with the proceeds of such Indebtedness.
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Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than customary restrictions on assignment imposed by any licensing or sublicensing agreement or other similar agreement, in each case entered into in the ordinary course of business, (bii) the ability of the Borrower or any Subsidiary of the Guarantors to amend or otherwise modify any Loan Investment Document, or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Investment Document, (y) on Schedule 8.11, or (iiz) in the case of clause (ai), in any agreement governing any Indebtedness permitted by clause (e) of Section 8.2(e) 8.2 as to the assets financed with the proceeds of such Indebtedness.
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Restrictive Agreements, etc. None of the Borrower Holdings or any of the its Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower Holdings or any Subsidiary of its Subsidiaries to amend or otherwise modify any Loan Document, Document or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the BorrowerBorrower or Holdings, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Document, Document or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by clause (e) of Section 8.2(e) 8.2 as to the assets financed with the proceeds of such Indebtedness.
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Samples: Credit Agreement (Bacterin International Holdings, Inc.)
Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower or any Subsidiary of the Guarantors to amend or otherwise modify any Loan Investment Document, or (ciii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan Investment Document, or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by clause (e) of Section 8.2(e) 8.2 as to the assets financed with the proceeds of such Indebtedness.
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Samples: Credit Agreement (DarioHealth Corp.)
Restrictive Agreements, etc. None of the Borrower Parent or any of the Subsidiaries will enter into any agreement prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (bii) the ability of the Borrower Parent or any Subsidiary of the Guarantors to amend or otherwise modify any Loan Investment Document, or (ciii) the ability of the Borrower Parent or any Subsidiary to make any payments, directly or indirectly, to the BorrowerParent, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (ix) in any Loan DocumentInvestment Document (including any applicable intercreditor or subordination agreement), or (iiy) in the case of clause (ai), in any agreement governing any Indebtedness permitted by Section 8.2(e8.2(d) as to the assets financed with the proceeds of such Indebtedness.
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Samples: Credit Agreement (MDxHealth SA)