Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 6 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Restrictive Agreements. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 6.11 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Restricted Subsidiary at the time such Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Restricted Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Restricted Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 6 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole PLC)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.08 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is notexpanding the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment the foregoing shall not apply to such restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired and were not created in anticipation of such acquisition and (vii) the foregoing shall not apply to one or transfer of more Subsidiaries having any contract entered into such restriction or condition so long as any such Subsidiary is not a Material Subsidiary, and each such Subsidiary together with all other such Subsidiaries in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer aggregate shall not account for more than 10% of the Property subject theretogross revenues for the most recently ended fiscal year of the Borrower and the Subsidiaries, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesstaken as a whole.
Appears in 6 contracts
Samples: Term Loan Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/), Term Loan Agreement (Teradata Corp /De/)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, restricts or imposes any condition upon the ability of such Loan Party or any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsSubsidiaries to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law law, by any Loan Document, by the Senior Secured Note Documents, by the Senior Subordinated Note Documents or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofVendor Debt, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions (A) existing on the Original Closing Date date hereof identified on Schedule 6.10 and (B) to the extent any such restrictions or conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension, refinancingrefunding, replacement or renewal thereof refinancing of such Indebtedness so long as such renewal, extension, refunding, replacement or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in refinancing does not expand the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to any agreement or other instrument of a Person acquired in a Permitted Receivables FacilityAcquisition or other investment permitted by Section 6.04 in existence at the time of such Permitted Acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired; (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvi) the foregoing shall not apply to (A) customary restrictions and provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (B) customary provisions in leases, subleases, licenses, sublicenses restricting subletting or permits so long as such prohibitions, restrictions assignment of any lease governing a leasehold interest or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xiC) customary provisions restricting assignment or transfer of any contract agreement entered into in the ordinary course of business or otherwise permitted hereunder, and (xiivii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness of a Lien Subsidiary that is not a Loan Party that is permitted by Section 6.02 with respect 6.01 or to the transfer of the Property subject thereto, (xiv) restrictions on any cash or other deposits or net worth imposed permitted by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessSection 6.02.
Appears in 5 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp), Credit Agreement (ATD Corp)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity Interests, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that the foregoing shall not apply to (i) prohibitions, restrictions and conditions (i) imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables Facility, (v) agreements or arrangements binding on a Restricted Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale; provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesrespect of clause (a) only, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if (A) if, in the case of secured Indebtedness, such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness or (B) such Indebtedness is permitted under Section 7.1(e), 7.1(f), 7.1(k), 7.1(l) or 7.1(m), (ixiv) in respect of clause (a) only, that are customary provisions in leasesleases and other contracts restricting the assignment thereof; and (v) contained in any agreement in effect at the time a Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition, subleases, licenses, sublicenses or permits so long as such prohibitionsagreement (1) was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, restrictions or conditions relate (2) applies only to the property subject thereto, such Person and (x3) customary provisions does not extend to any other Loan Party. Nothing contained in leases restricting the assignment this Section 7.8 shall be deemed to modify or subletting thereof, (xi) customary provisions restricting assignment or transfer of supersede any contract entered into term contained in the ordinary course last paragraph of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer 7.2; it being understood that such paragraph is an independent obligation of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into Borrower and is in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only addition to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessthis Section.
Appears in 5 contracts
Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Restrictive Agreements. The Company Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries other Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness Loan Document, the High Yield Notes or, to the extent that any such restrictions therein, taken as a whole, are no more restrictive than those contained in respect thereofthe High Yield Notes, any Qualifying Holdings Debt, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable Section 6.10(a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only Section 6.10(a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 5 contracts
Samples: Aircraft Dry Lease (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc), Purchase and Sale Agreement (Williams Companies Inc)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:
(a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;
(b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; or
(c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing shall not apply to to:
(i) prohibitions, restrictions and conditions imposed by law law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by this Agreement and clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any Permitted Refinancing agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness in respect thereofso long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facilityany sale of assets pending such sale, provided such restrictions and conditions apply only to the Person or property that is to be sold;
(viii) agreements restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder or arrangements binding on a Subsidiary at (y) by the time such Subsidiary becomes a Subsidiary terms of the Borrower or documentation governing any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (Receivables Facility that in the good faith determination of the CompanyBorrower are necessary or advisable to effect such Receivables Facility;
(iv) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring Person obligated under such Indebtedness and its subsidiaries or Guaranteeing the property or assets intended to secure such Indebtedness;
(v) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(ixvi) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01;
(vii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.03 and applicable solely to such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts joint venture entered into in the ordinary course of business, ;
(xiiiviii) prohibitions, negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or conditions imposed by a Lien permitted by Section 6.02 restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the transfer credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of the Property subject thereto, such Indebtedness be secured by such Liens equally and ratably or on a junior basis;
(xivix) restrictions on cash or cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ;
(xvx) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(xi) any limitation encumbrances or prohibition on restrictions of the disposition type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or distribution refinancings of assets the contracts, instruments or property obligations referred to in asset sale agreementsclauses (i) through (x) above; provided that such amendments, stock sale agreements modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the reasonable, good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other similar agreementsrestrictions taken as a whole than those prior to such amendment, which limitation modification, restatement, renewal, increase, supplement, refunding, replacement or prohibition is applicable only refinancing; and
(d) clause (a) and clause (c) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assets that are the subject of such agreements and (xvi) prohibitionsassignment, restrictions sale or conditions on cash or other deposits imposed by customers under contracts transfer thereof, in each case entered into in the ordinary course of businessbusiness or which exists on the date hereof, and no such clause in this Section 6.07 shall prohibit or restrict such party’s right to execute a subordination, non-disturbance and attornment agreement in a form customary and reasonably acceptable to Borrower or such Restricted Subsidiary.
Appears in 5 contracts
Samples: Term Loan Agreement (CDW Corp), Term Loan Agreement (CDW Corp), Term Loan Agreement (CDW Finance Corp)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary (or the Equity Interests thereof) that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (v) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 of the Disclosure Letter and any amendments or permits so long modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, (vi) the foregoing shall not apply to restrictions imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (i) or (v) of this Section 6.08, provided that such prohibitionsamendments or refinancings do not materially expand the scope of any such restriction or condition, (vii) the foregoing shall not apply to any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any joint venture that is formed or acquired after the Effective Date in accordance with this Agreement, (viii) the foregoing shall not apply to customary restrictions or and conditions relate only contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending the consummation of such disposition, (ix) the foregoing shall not apply to customary provisions restricting the transfer or encumbrance of the specific property subject theretoto a Lien permitted by Section 6.02, (x) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01 (including any refinancings thereof); provided that such restrictions and conditions are customary provisions for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in leases restricting this Agreement as determined in the assignment or subletting thereof, good faith judgment of the Board of Directors of the Borrower and (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions on cash or other deposits (including escrowed funds) or net worth imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, business so long as the Borrower has determined in good faith that such restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers provisions would not reasonably be expected to impair the ability of the Borrower and the other Subsidiaries to meet their obligations under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 5 contracts
Samples: Limited Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)
Restrictive Agreements. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Company or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitionsthe foregoing shall not apply to restrictions and conditions imposed by the Senior Subordinated Notes Indentures, any New Senior Subordinated Notes Indenture, any New Senior Notes Indenture or the Senior Notes Indenture (or any indenture governing Permitted First Lien Notes or any applicable governing agreement for any Refunding Indebtedness or Permitted Securitization Financing), (iii) the foregoing shall not apply to restrictions and conditions existing on the Original Closing Restatement Effective Date identified on Schedule 7.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiv) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereofthereof and (vii) the foregoing shall not apply to restrictions created in connection with any Permitted Securitization Financing that, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer good faith determination of the Property subject thereto, (xiv) restrictions on cash Company are necessary or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only advisable to the assets that are the subject of effect such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessPermitted Securitization Financing.
Appears in 5 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Restrictive Agreements. The Company (a) Subject to clauses (b) through (d) below, the Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interests; provided that capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary.
(b) The foregoing clause (a) shall not apply to restrictions and conditions (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Loan Document, Second Lien Loan Document or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing Indebtedness (provided that such restrictions are not materially more restrictive (as determined in respect thereof, (ii) prohibitions, restrictions and conditions existing on good faith by the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is notBorrower), taken as a whole, materially more restrictive (than those contained in such agreements governing the good faith determination of the Company) than any such restriction or conditionIndebtedness being refinanced), including, but not limited or Indebtedness of a Foreign Subsidiary permitted to prohibitions, be incurred under this Agreement (provided that such restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoshall apply only to such Foreign Subsidiary), (iiiii) prohibitions, restrictions existing on the date hereof identified on Schedule 6.10 (and conditions arising in connection with shall not apply to any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement condition), (iii) contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so long as acquired and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive Consolidated Practice by (in and for the good faith determination of the Companybenefit of) than such agreement or arrangement, any Loan Party and (vi) prohibitions, restrictions and conditions set forth in Indebtedness imposed by any customary provisions restricting assignment of a Subsidiary that is any agreement entered into the ordinary course of business.
(c) The foregoing clause (a)(i) shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions (i) imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) imposed by customary provisions in leases restricting the assignment thereof.
(d) The foregoing clause (a)(ii) shall not apply (x) to customary provisions in joint venture agreements relating to purchase options, rights of first refusal or subletting thereofcall or similar rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets subject thereto.
(e) For purposes of determining compliance with this Section 6.10, (xii) customary provisions restricting assignment or transfer the priority of any contract entered into preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ordinary course ability to make distributions on Equity Interests and (ii) the subordination of business loans or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect advances made to the transfer Borrower or a Restricted Subsidiary of the Property subject thereto, (xiv) restrictions on cash Borrower to other Indebtedness incurred by the Borrower or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition such Restricted Subsidiary shall not be deemed a restriction on the disposition ability to make loans or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessadvances.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Select Medical Holdings Corp), First Lien Credit Agreement (Select Medical Corp), First Lien Credit Agreement (Select Medical Corp)
Restrictive Agreements. The Company Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent or any Restricted Subsidiary that is not a Guarantor to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (b) the ability of (i) any Restricted Subsidiary to pay dividends or other distributions with respect to holders any shares of its Equity InterestsInterests or to make or repay loans or advances to any Obligor or any other Restricted Subsidiary, (ii) on and after the consummation of a Holdco Transaction, Holdings to repay loans or advances to the Borrower or (iii) any Obligor or any other Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Obligor under the Loan Documents (other than Indebtedness with respect to which such Person is the primary obligor); provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination date hereof identified on Section 6.07 of the Company) than Borrower Disclosure Letter (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition, restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary (other than the Borrower) or assets of any Obligor or any of its Subsidiaries pending such sale; provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement, prohibition, or restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition), (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesJoint Ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured purchase money Indebtedness or Capital Lease Obligations permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitionssub-leases and sub-licenses and other contracts restricting the assignment thereof, (viii) the foregoing shall not apply to restrictions or conditions relate only set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions are customary for such Indebtedness and are not materially more restrictive, taken as a whole, than the comparable restrictions and provisions in the Loan Documents; provided, further, that such restrictions and prohibitions do not prohibit the Obligations from being equally and ratably secured as required by this Agreement (or secured on a senior basis) on terms reasonably satisfactory to the property subject theretoAdministrative Agent, (xix) customary provisions in leases restricting the assignment foregoing shall not apply to restrictions on cash or subletting thereof, other deposits (xiincluding escrowed funds) customary provisions restricting assignment or transfer of any contract imposed under contracts entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course terms of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by under Section 6.02 with respect on the property subject to such Lien and (x) the transfer foregoing shall not apply to any consents or approvals required by the Organizational Documents (as defined in the Security Agreement) of the Property subject thereto, (xiv) restrictions on cash Parent or other deposits any stockholder’s or net worth imposed by customers under contracts entered into in investor’s rights or similar agreements of the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessParent.
Appears in 5 contracts
Samples: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee the Secured Obligations; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law law, regulation, rule or order of any Governmental Authority or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables Facility, (v) agreements or arrangements binding on a Restricted Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionother asset pending such sale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary that is not a Loan Party which is, or the assets that are, to be sold and such sale is permitted by hereunder or a condition to the closing of such sale is the payment in full of this Agreement or a consent under this Agreement, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) clause (a) of the foregoing shall not apply to customary provisions in leasesleases and other contracts restricting the assignment thereof, subleases, licenses, sublicenses or permits (v) the foregoing shall not apply to restrictions and conditions contained in other Indebtedness permitted under this Agreement so long as such prohibitions, restrictions or and conditions relate only to are not more onerous for the property subject theretoBorrower and the Restricted Subsidiaries than the restrictions and conditions contained in the Loan Documents, (xvi) customary provisions neither clause (a) (solely in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer case of any contract such Person that becomes a Foreign Subsidiary) nor clause (b) of the foregoing shall apply to agreements or obligations to which a Person was subject at the time such Person becomes a Restricted Subsidiary so long as such agreements or obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary and (vii) the ordinary course of business foregoing shall not apply to customary provisions contained in joint venture or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect similar agreements and related to the transfer organizational documents of non-wholly owned Restricted Subsidiaries; provided that the Property subject thereto, (xiv) Borrower or the applicable Restricted Subsidiary shall use commercially reasonable efforts to exclude any such limitations or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale from such joint venture agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessorganizational documents.
Appears in 5 contracts
Samples: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary that is not a Guarantor to (a) make Restricted Payments, including, without limitation, to pay dividends or other distributions with in respect of any Equity Interests of such Restricted Subsidiary, (b) make or repay loans or advances to holders the Borrower or any other Restricted Subsidiary; or (c) Guarantee Indebtedness of its Equity Intereststhe Borrower or any other Restricted Subsidiary; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.07 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of the Equity Interests in or assets of a Permitted Receivables FacilityRestricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold or owns such assets and such sale is permitted hereunder, (iv) any requirement in any agreement to which the Borrower or any Restricted Subsidiary is a party or by which the Borrower or a Restricted Subsidiary is bound requiring the Borrower or any Restricted Subsidiary to provide a guaranty of the obligations arising under such agreement and related instruments if it provides a guaranty of obligations of the Borrower or any Restricted Subsidiary arising under another agreement, (v) agreements restrictions contained in, or arrangements binding on a existing by reason of, any agreement or instrument relating to any Restricted Subsidiary at the time such Restricted Subsidiary becomes a Subsidiary of was merged or consolidated with or into, or acquired by, the Borrower or any permitted extension, refinancing, replacement a Restricted Subsidiary or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as became a whole, materially more restrictive (Restricted Subsidiary and not created in the good faith determination of the Company) than such agreement or arrangementcontemplation thereof, (vi) prohibitions, restrictions and conditions set forth contained in Indebtedness the governing documents of a Restricted Subsidiary that is not a Loan Party which is permitted by this Agreement, less than wholly owned and (vii) restrictions the foregoing shall not apply to any other agreement if the Borrower reasonably concludes with approval of the Administrative Agent that the entering into such agreement could not reasonably be expected to result in joint venture agreements and other similar agreements or arrangements applicable the failure of the Borrower to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if comply with Section 6.10; provided that no such prohibitions, restrictions or conditions apply only to approval of the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer Administrative Agent shall constitute a waiver of any contract entered into in the ordinary course default of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business6.10.
Appears in 5 contracts
Samples: Second Amended and Restated Credit Agreement (Magellan Midstream Partners, L.P.), 364 Day Credit Agreement (Magellan Midstream Partners Lp), Credit Agreement (Magellan Midstream Partners Lp)
Restrictive Agreements. The Company Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any of its Subsidiaries Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Parent Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Guarantor Loan Party to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to any such restrictions that (i) prohibitions, restrictions (x) exist on the date hereof and conditions imposed by law or (to the extent not otherwise permitted by this Agreement Section 6.10) are listed on Schedule 6.10 and (y) any Permitted Refinancing Indebtedness in respect thereofrenewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (ii) prohibitions(x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and conditions existing on the Original Closing Date (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any agreement evidencing such restriction so long as such renewal or condition), including, but extension does not limited to prohibitions, restrictions and conditions imposed by expand the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoscope of such restrictions, (iii) prohibitionsrepresent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions and conditions arising that arise in connection with any Disposition permitted by Section 6.10 with respect 6.05 applicable pending such Disposition solely to the Property assets subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) prohibitionsare customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions or conditions relate only to the assets subject thereto, (ix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if pursuant to Section 6.01(a)(v) to the extent that such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixx) are customary provisions in leasesrestricting subletting or assignment of any lease governing a leasehold interest of Holdings, subleasesany Intermediate Parent, licenses, sublicenses the Parent Borrower or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereofany Restricted Subsidiary, (xi) are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business license, lease or otherwise permitted hereunderother agreement, (xii) prohibitions, are restrictions or conditions on cash (or other Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business, business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) prohibitionsare customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by the Parent Borrower or any Restricted Subsidiary, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the transfer ability of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements Parent Borrower and other similar agreements, which limitation or prohibition is applicable only its subsidiaries to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessmeet their ongoing obligation.
Appears in 4 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Restrictive Agreements. The Company Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any of its Subsidiaries Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Parent Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Guarantor Loan Party to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to any such restrictions that (i) prohibitions, restrictions (x) exist on the Effective Date and conditions imposed by law or (to the extent not otherwise permitted by this Agreement Section 6.10) are listed on Schedule 6.10 and (y) any Permitted Refinancing Indebtedness in respect thereofrenewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (ii) prohibitions(x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and conditions existing on the Original Closing Date (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any agreement evidencing such restriction so long as such renewal or condition), including, but extension does not limited to prohibitions, restrictions and conditions imposed by expand the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoscope of such restrictions, (iii) prohibitionsrepresent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions and conditions arising that arise in connection with any Disposition permitted by Section 6.10 with respect 6.05 applicable pending such Disposition solely to the Property assets subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are imposed by Requirements of Law, (viii) prohibitions, are customary restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions contained in leases, subleases, licenses, sublicenses licenses or permits asset sale agreements otherwise permitted hereby so long as such prohibitions, restrictions or conditions relate only to the property assets subject thereto, (ix) [intentionally omitted], (x) are customary provisions in leases restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the assignment Parent Borrower or subletting thereofany Restricted Subsidiary, (xi) are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business license, lease or otherwise permitted hereunderother agreement, (xii) prohibitions, are restrictions or conditions on cash (or other Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business, business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) prohibitionsare customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by the Parent Borrower or any Restricted Subsidiary, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the transfer ability of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements Parent Borrower and other similar agreements, which limitation or prohibition is applicable only its subsidiaries to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessmeet their ongoing obligation.
Appears in 4 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date (date hereof or to any extension, refinancingrenewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or renewal thereof or any amendment or modification thereto that is not, taken as a whole, replacement materially more restrictive (in expands the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed condition (as determined in good faith by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoBorrower), (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time or assets pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale; provided that such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary or assets that is not a Loan Party which or are to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleaseslicenses and other contracts restricting the assignment, licensessubletting or transfer thereof and (vi) the foregoing shall not apply to any stockholder agreement, sublicenses charter, by-laws or permits so long other organizational documents of Borrower or any Subsidiary as such prohibitions, restrictions or conditions relate only in effect on the date hereof and as amended to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise extent permitted hereunder, (xiivii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessforegoing shall not apply to any Permitted Encumbrances, (xiiiviii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer clauses (a) and (b) of the Property subject thereto, (xiv) foregoing shall not apply to restrictions on cash pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is agreements applicable only to the assets that are the subject of such agreements joint ventures and (xviix) prohibitions, the foregoing shall not apply to any restrictions or conditions on cash or other deposits imposed by customers under contracts set forth in any agreement in effect at any time any Person becomes a Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the ordinary course of businessrestriction or condition set forth in such agreement does not apply to the Borrower or any other Subsidiary.
Appears in 4 contracts
Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.), Credit Agreement (Mimecast LTD)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including any lease of Real Estate) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien as security for the Obligations upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor of its Subsidiaries to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Subsidiary thereof or to transfer any of its Equity Interestsproperty or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiii) the foregoing shall not apply to restrictions contained in joint venture agreements and other similar agreements or arrangements applicable to joint venturesthe leases of Real Estate listed on Schedule 7.8 as in effect as of the Closing Date, (viiiiv) prohibitions, the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (vi) the foregoing shall not apply to Excluded Subsidiaries or the Capital Stock of Excluded Subsidiaries, (vii) the foregoing shall not apply to restrictions in Indebtedness described in Section 7.1(f) to the extent relating solely to the applicable assets or Persons acquired after the Closing Date in connection with the assumption of such Indebtedness, (viii) the foregoing shall not apply to restrictions in leases of Real Estate binding upon the tenants thereunder (or guarantors thereof), (ix) the foregoing shall not apply to Indebtedness permitted under Section 7.1(i) to the extent the restrictions thereunder are no more restrictive, in any material respect, taken as a whole, than such restrictions contained herein, (x) the foregoing shall not apply to customary restrictions in joint venture arrangements, provided that such restrictions are limited to the assets of such joint ventures and the Capital Stock of the Persons party to such joint venture arrangements and (xi) the foregoing shall not apply to customary non-assignment provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, provided that such restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only are limited to the assets that are subject to such contracts and the subject Capital Stock of the Persons party to such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesscontracts.
Appears in 4 contracts
Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.)
Restrictive Agreements. The Company Borrower will not, and nor will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Fifth Restatement Effective Date identified on Schedule 7.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to (x) secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness or (y) Indebtedness permitted under Sections 7.01(c), (ixh), (i), (j) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate and (k) but only to the property subject thereto, extent that such restrictions are no more onerous on the Borrower and its Subsidiaries than the restrictions contained in (xin the case of any such Subordinated Debt) the Existing Senior Unsecured Note Indentures or (in the case of any other such Indebtedness) the 9.25% Senior Secured Second Lien Notes Indenture and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 4 contracts
Samples: Incremental Loan Amendment (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Incremental Loan Amendment (Sinclair Broadcast Group Inc)
Restrictive Agreements. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Obligor to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the Parent or any other Restricted Subsidiary or to guarantee Indebtedness of the Parent or any other Restricted Subsidiary; provided that that
(i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law (or imposed by agreement reflecting such law so long as such agreement is no more restrictive than the restrictions and conditions imposed by law) or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Agreement,
(ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date (or date hereof identified on Schedule 8.08 and any amendment, modification, extension, refinancing, renewal or replacement or renewal thereof or any amendment or modification thereto that is noton terms that, taken as a whole, are not materially more restrictive (in adverse to the good faith determination interests of the Company) Lenders than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by existing on the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, date hereof,
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreement, hereunder,
(viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured any Indebtedness permitted or other obligation not prohibited by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, consist of (x) customary provisions requirements to maintain a borrowing base in leases restricting the assignment respect of such Indebtedness or subletting thereofother obligation, (xiy) customary provisions restricting assignment the grant of, or transfer promise to grant, Liens permitted hereunder as collateral security for such Indebtedness or other obligation, or (z) restrictions upon the grant or existence of any contract entered into in other Liens on property or assets securing such Indebtedness or other obligation,
(v) the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or and conditions on cash any property purchased or other deposits imposed by customers under contracts entered into built pursuant to a Customer Contract arising in the ordinary course of business, and
(xiiivi) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer clause (a) of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into foregoing shall not apply to customary provisions in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements leases and other similar agreements, which limitation or prohibition is applicable only to contracts restricting the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessassignment thereof.
Appears in 4 contracts
Samples: Credit Agreement (Foster Wheeler Ag), Guaranty and Suretyship Agreement (Foster Wheeler Ag), Lease Agreement (Foster Wheeler Ag)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect identified on Schedule 6.05 to the Property subject Disclosure Letter (and shall apply to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification tomaterially expanding the scope of, any such restrictions or conditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or arrangement restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as any such extension, refinancing, renewal, amendment or modification is not, take as agreement was not entered into solely in contemplation of such Person becoming a whole, materially more restrictive (in the good faith determination Restricted Subsidiary of the Company) than such agreement or arrangementBorrower, (viv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (x) Incremental Equivalent Debt or (y) any other secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, subleases and sublicenses or permits so long as such prohibitionsand other contracts restricting the assignment thereof, (viii) the foregoing shall not apply to restrictions or conditions relate only set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions are customary for such Indebtedness (as determined in the good faith judgment of Borrower), (ix) the foregoing shall not apply to restrictions created in connection with any Securitization Facility or Receivables Financing Transaction that, in the property subject theretogood faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility or Receivables Financing Transaction; and (x) customary provisions in leases restricting the assignment or subletting thereof, foregoing shall not apply to (xix) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xivy) restrictions set forth in Payment Processing Arrangements; provided that such restrictions are on cash or other deposits or net worth imposed by customers under contracts customary terms and consistent with those contained in Payment Processing Arrangements entered into in the ordinary course of business, or (xvz) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into or restrictions in agreements required by Governmental Authorities regulating any Restricted Subsidiaries, including those in the ordinary course nature of businessliquidity or capital maintenance, financial support or reserves or similar requirements.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)
Restrictive Agreements. The Company will notEnter into, and will not incur or permit to exist, or permit any of its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist exist, any agreement or other arrangement (excluding financial covenants under agreements evidencing Indebtedness permitted hereunder) that prohibits, restricts or imposes any condition upon (a) the ability of Harley or any of its Material Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Material Subsidiary that is not a Guarantor of Harley to pay cash dividends or other cash distributions with respect to holders of its Equity InterestsVoting Stock or to make or repay loans or advances to Harley or any other Subsidiary of Harley or to guarantee Indebtedness of Harley or any other Subsidiary of Harley; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Finance Receivables FacilitySecuritization, (v) agreements or arrangements binding on the sale of a Subsidiary at the time (or its assets) pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary (or its assets) that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) clause (a) of the foregoing shall not apply to customary provisions in leasesleases and other contracts restricting the assignment thereof and (v) the foregoing shall not apply to any agreement in effect (A) on the date hereof and set forth on Schedule 6.2.8 or (B) at the time a Person becomes a Material Subsidiary of Harley, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract agreement was not entered into in contemplation thereof, in each case as amended from time to time and including any renewal, extension, refinancing or replacement thereof to the ordinary course extent that such renewal, extension, refinancing or replacement does not contain any restriction or condition of business the type prohibited by this Section 6.2.8 which is more restrictive or otherwise permitted hereunder, (xii) prohibitions, onerous in any material respect on Harley or any of its Material Subsidiaries than the original restrictions or and/or conditions on cash of the type prohibited by this Section 6.2.8 contained in such original agreement or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessarrangement.
Appears in 4 contracts
Samples: 364 Day Credit Agreement (Harley Davidson Inc), Credit Agreement (Harley Davidson Inc), Credit Agreement (Harley Davidson Inc)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Collateral Agent or (b) the ability of any Subsidiary that is not a Guarantor thereof to pay dividends or other distributions with respect to holders any shares of its Equity Interests; Capital Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties, provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Applicable Law, by any Loan Document, by any documents in existence on the Closing Date or by this Agreement and under any Permitted Refinancing Indebtedness in respect thereofdocuments relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Permitted Receivables Facility, (v) agreements Loan Party or arrangements binding on a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness apply only to the assets of a the Loan Party or Subsidiary that is not a Loan Party which are to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixiv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses contracts or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting subleasing or sublicensing thereof, (xiv) customary provisions restricting assignment the foregoing shall not apply to any agreement related to Indebtedness under the Senior Notes or transfer the ABL Facility, (vi) clause (a) of the foregoing shall not apply to licenses or contracts which by the terms of such licenses and contracts prohibit the granting of Liens on the rights contained therein, (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary and not created in contemplation of any contract entered into such acquisition, and (viii) the foregoing shall not apply to any restrictions in the ordinary course of business or otherwise permitted hereunderQualifying Unsecured Debt and Qualifying Secured Debt so long as such restrictions are not materially more onerous, (xii) prohibitionstaken as a whole, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer Borrower and its Subsidiaries than the terms of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessthis Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Restrictive Agreements. The Company Administrative Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Administrative Borrower or any Subsidiary to create, incur or permit to exist any Lien securing the Obligations upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Administrative Borrower or any other Subsidiary or to Guarantee Indebtedness of the Administrative Borrower or any other Subsidiary; provided that (i) the foregoing clauses (a) and (b) shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing clauses (a) and (b) shall not apply to restrictions and conditions (x) existing on the Original Closing Date date hereof identified on Schedule 6.6 (or but shall apply to any extension, refinancingrenewal, replacement or renewal thereof or any amendment or modification thereto that is notmodification, taken as a wholein each case, materially more restrictive (in expanding the good faith determination of the Company) than scope of, any such restriction or condition)) or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (h) of Section 6.1, including, but so long as such restrictions are not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and more restrictive than any Permitted Refinancing Indebtedness incurred with respect theretorestriction in this Agreement, (iii) prohibitions, restrictions the foregoing clauses (a) and conditions arising in connection with any Disposition permitted by Section 6.10 with respect (b) shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing clause (a) shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ; (ixv) the foregoing clause (a) shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases licenses and other contracts restricting the assignment thereof or subletting the subject matter thereof, ; and (xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, foregoing clause (xiia) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, shall not apply to restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect any agreement relating to any unsecured private placement Indebtedness of the Administrative Borrower or any Subsidiary to the transfer of extent that such agreement requires that the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject holders of such agreements and (xvi) prohibitions, restrictions or conditions on cash or Indebtedness obtain at least pari passu benefit of any Lien granted to other deposits imposed by customers under contracts entered into in the ordinary course of businesssenior unsecured creditors.
Appears in 4 contracts
Samples: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations under the Loan Documents, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any Equity Interests or to make or repay loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of its Equity InterestsHoldings, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law or by this Agreement and any Loan Document (or any agreement governing Permitted Pari Passu Secured Refinancing Indebtedness in respect thereofDebt), (ii) prohibitions, the foregoing shall not apply to restrictions and conditions (A) existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such restriction or condition) or (B) are binding on a Restricted Subsidiary at the time such Person first becomes a Restricted Subsidiary, so long as such restrictions and conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (iii) the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, or a business unit, units or line of business of a Subsidiary, pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (B) with respect to clause (b) only, any Indebtedness (x) of non-Loan Parties permitted to be incurred hereunder, (y) of Loan Parties permitted to be incurred hereunder solely with respect to (i) customary restrictions in such Indebtedness on payments to Holdings or (ii) customary restrictions on payments from Loan Parties to non-Loan Parties; provided that the restrictions and conditions contained in any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a wholedocument in clause (B) above do not in the reasonable judgment of the Borrower, materially more restrictive (in impair the good faith determination ability of the Company) than such agreement or arrangementBorrower to repay the Loans and grant any Liens hereunder, (viiv) prohibitions, the foregoing shall not apply to restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions customary in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures and applicable solely to such joint venture, (viiiv) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and such property or assets do not constitute Collateral and (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 4 contracts
Samples: Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its Equity Interestsproperty or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) clause (a) shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases licenses and other similar agreements restricting the assignment or subletting thereof, thereof and (xiv) customary provisions restricting assignment or transfer of clause (a) shall not apply to negative pledge covenants contained in any contract entered into in the ordinary course of business or otherwise agreements relating to Indebtedness permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to be incurred pursuant to the transfer provisions of this Agreement that (i) are not in any respect more restrictive than the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into contained in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements this Agreement and (xviii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in do not prohibit the ordinary course granting of businessLiens to secure the Obligations.
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc)
Restrictive Agreements. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent or any Restricted Subsidiary of Parent to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, (b) the ability of Holdings to repay loans or advances made to Holdings by the Borrower on and after the consummation of a Holdco Transaction, or (c) the ability of any Restricted Subsidiary that is not a Guarantor of Parent to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to Parent or any other Restricted Subsidiary of Parent or of any Restricted Subsidiary of Parent to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary of Parent under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect identified on Schedule 6.5 to the Property subject Disclosure Letter (and shall apply to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification tomaterially expanding the scope of, any such restrictions or conditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Parent or assets of Parent or any Restricted Subsidiary of Parent pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or arrangement restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of Parent, so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementwas not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Parent, (viv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesJoint Ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt or any other secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses sub-leases and sub-licenses and other contracts restricting the assignment thereof or permits so long as restricting the grant of Liens in such prohibitionslease, license, sub-lease, sub-license or other contract, (viii) the foregoing shall not apply to restrictions or conditions relate only to the property subject thereto, (x) set forth in any agreement governing any other Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions are customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into for such Indebtedness as determined in the ordinary course good faith judgment of business or otherwise permitted hereunderParent, and (xiiix) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect foregoing shall not apply to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 4 contracts
Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (DoorDash Inc)
Restrictive Agreements. The Company will notEnter into, and will not incur or permit to exist (or permit any of its Subsidiaries to, directly or indirectly, Subsidiary to enter into, incur or permit to exist exist) any agreement or other arrangement that that, directly or indirectly, prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to guarantee Debt of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or regulation or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions contained in agreements existing on the Original Closing Date (or date hereof identified on Schedule 5.03(m) and any extension, refinancingrenewal, amendment, modification, supplement or replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such agreements, so long as such extension, renewal, amendment, modification, supplement or replacement does not expand in any material respect the scope of any restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed condition contemplated by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretothis Section 5.03(m) contained therein, (iii) prohibitions, the foregoing shall not apply to restrictions and conditions arising contained in connection with any Disposition permitted by Section 6.10 with respect to agreement in effect at the Property subject time any Subsidiary becomes a Subsidiary of the Borrower, so long as such restriction or condition applies only to such DispositionSubsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, as such agreement may be extended, renewed, amended, modified, supplemented or replaced, so long as such extension, renewal, amendment, modification, supplement or replacement does not expand in any material respect the scope of any restriction or condition contemplated by this Section 5.03(m) contained therein, (iv) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, foregoing shall not apply to customary restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunderrelating to such joint venture and any Equity Interests issued by such joint venture, (xiivi) prohibitionsthe foregoing shall not apply to customary restrictions and conditions restricting assignment of any agreement entered into in the ordinary course of business, (vii) the foregoing shall not apply to customary net worth provisions contained in real property leases entered into by the Borrower or any of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any of its Subsidiaries to meet their ongoing obligations, (viii) the foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiiiix) prohibitions, the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Debt permitted by this Agreement to the extent such restrictions or conditions are customary in agreements governing Debt of such type and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Credit Documents (as determined by the Borrower in good faith), (x) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any extension, refunding, modification, replacement, renewal or refinancing of Debt permitted by this Agreement to the extent such restrictions or conditions are not materially more restrictive (taken as a whole) than the Debt being extended, refunded, modified, replaced, renewed or refinanced, as applicable (as determined by the Borrower in good faith), (xi) the foregoing shall not apply to restrictions or conditions on assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions and conditions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (xii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (xiii) clause (a) of the foregoing shall not apply to customary restrictions and conditions contained in the document relating to any Lien other than relating to Debt, so long as (A) such Lien is a Lien permitted by Section 6.02 with respect 5.03(a) and such restrictions or conditions relate only to the transfer specific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the Property subject theretorestrictions imposed by this Section 5.03(m), and (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only foregoing shall not apply to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into the Holdco Credit Agreement as of the Effective Date or as refinanced or replaced, in each case so long as such restrictions and conditions in the ordinary course of businessHoldco Credit Agreement as refinanced or replaced are not materially more restrictive (taken as a whole) on the Borrower and its Subsidiaries than those in the Holdco Credit Agreement as in effect on the Effective Date.
Appears in 4 contracts
Samples: Credit Agreement (Robinhood Markets, Inc.), Credit Agreement (Robinhood Markets, Inc.), Credit Agreement (Robinhood Markets, Inc.)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of the Collateral, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Fourth Restatement Date (with respect to documents identified on Schedule 6.10 or any extension or renewal of, or any amendment, modification or replacement of such documents (to the extent such extension, refinancingrenewal, amendment, modification or replacement or renewal thereof or any amendment or modification thereto that is notnot prohibited by this Agreement) which does not expand the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the purchase agreements pending such sale or purchase, as applicable, (iv) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to Indebtedness of a Permitted Receivables Facilityspecial purpose entity if such restriction applies to the creation of Liens on the assets of such special purpose entity or limits such special purpose entity from paying dividends or distributions in respect of such special purpose entity’s income or property, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary clause (a) of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, and (xivii) customary provisions restricting assignment the foregoing shall not apply to restrictions imposed by any Senior Notes Indenture, any Permitted Term Loan Agreement or transfer of any contract agreement governing Indebtedness entered into after the Fourth Restatement Date and permitted under Section 6.01(l); provided that such restrictions contained in such Senior Notes Indenture, such Permitted Term Loan Agreement or other agreement (x) taken as a whole, in the ordinary course good faith judgment of business or otherwise permitted hereunderthe Borrower Representative, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 are no more restrictive with respect to the transfer Loan Parties than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), and (y) do not adversely affect the ability of the Property subject thereto, Loan Parties (xivA) restrictions on cash to make any payments required to be paid by the Loan Parties with respect to the Obligations or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xvB) any limitation or prohibition to grant Liens on the disposition or distribution Collateral in favor of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessAdministrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, to secure any obligations owing under the Loan Documents, except by indentures or other agreements governing Indebtedness of the Borrower requiring that such Indebtedness be secured by an equal and ratable Lien with any Lien that may be granted to secure any obligations owing under the Loan Documents, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its Equity Interestsproperty or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing other Loan Document or any loan or credit agreement or indenture governing Indebtedness in respect thereofnot prohibited by this Agreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness sale of a Subsidiary that is not a Loan Party which is permitted by this Agreementpending such sale, (vii) provided such restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing Subsidiary that is sold and such Indebtednesssale is permitted hereunder, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xiii) customary provisions in leases restricting the assignment or subletting thereof, (xiiv) customary provisions restricting assignment any such covenant contained in a Contractual Obligation granting or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by relating to a particular Lien permitted by Section 6.02 with respect to this Agreement which affects only the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition that is applicable only to the assets that are the subject of such agreements Lien, (v) restrictions which are not more restrictive than those contained in this Agreement and are contained in any documents governing any Indebtedness incurred after the Closing Date and permitted in accordance with the provisions of this Agreement, (xvivi) prohibitionsin the case of any joint venture, customary restrictions in such person’s organizational or conditions on cash governing documents or other deposits imposed by customers under contracts pursuant to any joint venture agreement or stockholders agreement or (vii) any agreement in effect at the time a Person first became a Subsidiary, so long as such agreement was not entered into solely in the ordinary course contemplation of businesssuch Person becoming a Subsidiary and such agreement only applies to Subsidiaries of such Person.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:
(a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;
(b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; or
(c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries; provided that the foregoing shall not apply to to:
(i) prohibitions, restrictions and conditions imposed by law law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by this Agreement and clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any Permitted Refinancing agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness in respect thereofso long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, any sale of assets pending such sale; provided such restrictions and conditions apply only to the Person or property that is to be sold;
(viii) agreements restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder or arrangements binding on a Subsidiary at (y) by the time such Subsidiary becomes a Subsidiary terms of the Borrower or documentation governing any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (Receivables Facility that in the good faith determination of the CompanyBorrower are necessary or advisable to effect such Receivables Facility;
(iv) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring Person obligated under such Indebtedness and its subsidiaries or Guaranteeing the property or assets intended to secure such Indebtedness;
(v) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(ixvi) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01;
(vii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.03 and applicable solely to such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts joint venture entered into in the ordinary course of business, ;
(xiiiviii) prohibitions, negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or conditions imposed by a Lien permitted by Section 6.02 restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the transfer Credit Facilities and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of the Property subject thereto, such Indebtedness be secured by such Liens equally and ratably or on a junior basis;
(xivix) restrictions on cash or cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ;
(xvx) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(xi) any limitation encumbrances or prohibition on restrictions of the disposition type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or distribution refinancings of assets the contracts, instruments or property obligations referred to in asset sale agreementsclauses (i) through (x) above; provided that such amendments, stock sale agreements modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the reasonable, good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other similar agreementsrestrictions taken as a whole than those prior to such amendment, which limitation modification, restatement, renewal, increase, supplement, refunding, replacement or prohibition is applicable only refinancing; and
(d) clause (a) and clause (c) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assets that are the subject of such agreements and (xvi) prohibitionsassignment, restrictions sale or conditions on cash or other deposits imposed by customers under contracts transfer thereof, in each case entered into in the ordinary course of businessbusiness or which exists on the date hereof, and no such clause in this Section 6.07 shall prohibit or restrict such party’s right to execute a subordination, non-disturbance and attornment agreement in a form customary and reasonably acceptable to Borrower or such Restricted Subsidiary.
Appears in 4 contracts
Samples: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Finance Corp)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 6.11 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (viii) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement refinancing or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, not materially more restrictive (in the good faith determination of the CompanyBorrower) than such agreement or arrangement, (viiv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (viiv) restrictions agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viiivi) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ixvii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xviii) customary provisions in leases restricting the assignment or subletting thereof, (xiix) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xiix) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xiiixi) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guaranty Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of the assets of, or an Equity Interest in, a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by (1) any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness or (ix2) customary provisions in leases, subleases, licenses, sublicenses or permits so long as Liens permitted by Section 6.02 if such prohibitions, restrictions or conditions relate apply only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such Liens, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (b) of the foregoing shall not apply to customary provisions contained in agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in connection with Receivables Securitization Financings permitted by Section 6.01(g) that impose restrictions on the ordinary course ability of businessthe special purpose entity party thereto to declare, pay or set aside funds for the making of any distribution in respect of the Equity Interests issued by such entity or to make or repay loans or advances to or guaranty indebtedness of the Borrower or any other Subsidiary, and (vii) the foregoing shall not apply to restrictions and conditions imposed by the documentation executed in connection with a financing permitted by clauses (iii) of Section 6.01(l) as long as such restrictions and conditions are no more onerous to the Borrower and the Subsidiaries, and no more beneficial to the parties entitled to the protections thereof, than the restrictions and conditions hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)
Restrictive Agreements. The Company EDS will not, and will not permit any of its Subsidiaries EDS Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of EDS or any EDS Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any EDS Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interests; capital stock or to make or repay loans or advances to EDS or any other EDS Subsidiary or to Guarantee Indebtedness of EDS or any other EDS Subsidiary, provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 7.14 and extensions, renewals and replacements thereof (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facilitythe sale of an EDS Subsidiary or asset pending such sale, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the EDS Subsidiary or asset that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness (A) Liens permitted by this Agreement Agreement, (B) any Permitted Receivables Financing or (C) any Customer Finance Transaction if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets subject to such IndebtednessLiens or the Receivables and Related Security subject to such Permitted Receivables Financing or the property or assets securing the obligations relating to such Customer Finance Transaction, as the case may be, (ixv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleaseslicenses and other contracts restricting the assignment thereof, licenses, sublicenses or permits so long as such prohibitions, (vi) clause (b) of the foregoing shall not apply to restrictions or conditions relate only to the property subject theretoimposed on a Receivables Subsidiary by a Permitted Receivables Financing, (xvii) customary provisions in leases restricting clause (a) of the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect any agreement relating to the transfer provision of the Property subject thereto, (xiv) restrictions on cash services by EDS or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only EDS Subsidiary to the assets extent that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash relate to equipment used solely in connection with the performance of that agreement, (viii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any license agreement, client service agreement or other deposits agreement to the extent that such restrictions or conditions relate to software or other intellectual property of EDS or any EDS Subsidiary used in connection with the performance of that agreement; and (ix) the foregoing shall not apply to restrictions and conditions imposed by customers under contracts entered into any indenture, agreement, instrument or other arrangement relating to any property or asset prior to the acquisition thereof by EDS or any EDS Subsidiary or existing on any property or asset of any Person that becomes an EDS Subsidiary after the date hereof prior to the time such Person becomes an EDS Subsidiary (but not to any amendment or modification expanding the scope of any such restriction or condition), provided that, in the ordinary course case of businessthis clause (ix), such restrictions or conditions (A) are not created in contemplation of or in connection with such acquisition or such Person becoming an EDS Subsidiary and (B) shall not apply to any other property or assets of EDS or any EDS Subsidiary.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (Electronic Data Systems Corp /De/), Three Year Multi Currency Revolving Credit Agreement (Electronic Data Systems Corp /De/), Revolving Credit Agreement (Electronic Data Systems Corp /De/)
Restrictive Agreements. The Company Except for agreements set forth on Schedule 6.08, no Loan Party will, or will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Subsidiary that is not a Guarantor Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Loan Party to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or, with respect to any Loan Party, to make or repay loans or advances to any Loan Party or any other Restricted Subsidiary or to Guarantee Indebtedness of any Loan Party or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or foregoing shall not prohibit any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto Foreign Subsidiary that is not, taken as a whole, materially more restrictive Restricted Subsidiary from entering into agreements that contain financial covenants which require compliance with financial tests without explicitly addressing the ability of such Foreign Subsidiary to take any action described in clause (in the good faith determination b) of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretothis section, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables FacilityFacility or the sale of a Restricted Subsidiary pending such sale, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, thereof and (xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by an agreement evidencing Indebtedness permitted under this Agreement so long as such restrictions and conditions permit and do not limit or restrict the financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such restrictions and conditions, taken as a Lien permitted by Section 6.02 with respect to the transfer of the Property subject theretowhole, (xiv) restrictions on cash are not more restrictive or other deposits or net worth imposed by customers under contracts entered into limiting than those set forth in the ordinary course of business, Loan Documents (xv) any limitation with the understanding that customary covenants in public debt or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only Rule 144A offerings shall not be deemed to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbe more restrictive).
Appears in 3 contracts
Samples: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary (other than the Excluded Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibitsthat, directly or indirectly (through the application of financial covenants or otherwise), prohibits or restricts or imposes any condition upon the ability of any Subsidiary that is not a Guarantor (other than the Excluded Subsidiary) to declare and pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay any loans or advances to the Borrower or to Guarantee Indebtedness of the Borrower; provided that the foregoing shall not apply to prohibitions or restrictions (i) prohibitions, restrictions and conditions imposed by applicable law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to secured Indebtedness or Hedging Agreements permitted hereunder, if such prohibitions or restrictions apply only to (A) assets other than cash securing such Indebtedness or Hedging Agreements or (B) cash in an amount not greater than a Permitted Receivables Facilitycustomary overcollateralization of the principal amount of such Indebtedness that has been deposited in a collateral or similar account to cash collateralize such Indebtedness or Hedging Agreements, (iii) contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, if such prohibitions or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, (iv) contained in any leases, subleases or licenses, sublicense or serve contracts restricting the assignment thereof, (v) agreements or arrangements binding contained in any agreement in effect on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, Closing Date as any such agreement or arrangement so long as any is in effect on such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementdate, (vi) prohibitionsprovisions in partnership agreements, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreementlimited liability company organizational governance documents, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to restricting the transfer of the Property subject theretorelated joint venture interests, (xivvii) in connection with the Indebtedness permitted to be incurred by this Agreement so long as such prohibitions or restrictions on cash are no more restrictive than this Agreement or other deposits (viii) contained in any agreement in effect at the time a Person became a Subsidiary or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only are first acquired pursuant to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessa permitted Investment.
Appears in 3 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, restricts or imposes any condition upon the ability of such Loan Party or any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsSubsidiaries to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Lenders under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement any Loan Document, the Senior Secured Asset-Based Revolving Credit Facility, the Senior Subordinated Note Documents and any Permitted Refinancing Indebtedness in respect thereofrelated documentation, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions (A) existing on the Original Closing Date date hereof identified on Schedule 6.13 and (B) to the extent any such restrictions or conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any extensionagreement evidencing any permitted renewal, refinancingextension or refinancing of such Indebtedness so long as such renewal, replacement extension or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in refinancing does not expand the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and condition in any Permitted Refinancing Indebtedness incurred with respect theretomaterial respect, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary or other assets pending such sale; provided such restrictions and conditions apply only to the Subsidiary or other assets that are to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to any agreement or other instrument of a Person acquired in an investment or acquisition permitted hereunder in existence at the time of such investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixvi) the foregoing shall not apply to (A) customary provisions in leasesjoint venture agreements, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject theretostockholders agreements and other similar agreements, (x) customary provisions in leases restricting the assignment or subletting thereof, (xiB) customary provisions restricting subletting, assignment or transfer of any contract other transfers contained in leases, licenses, and similar agreements entered into in the ordinary course of business or otherwise permitted hereunder(C) restrictions by reason of any Permitted Lien or any document or instrument governing a Permitted Lien, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect provided that such restriction contained therein only relates to the transfer of the Property asset or assets subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessPermitted Lien.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (TMS International Corp.), Term Loan Credit Agreement (TMS International Corp.), Term Loan Credit Agreement (Tube City IMS CORP)
Restrictive Agreements. The Company will Borrower shall not, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrower or any of its Subsidiaries to create or permit to exist any Lien on any of its property to secure the Obligations or (b) the ability of any Subsidiary that is not a Guarantor of its Subsidiaries to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make, repay or prepay loans or advances to the Borrower or any other Subsidiary of the Borrower or to Dispose of assets to the Borrower or any other Subsidiary of the Borrower; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofRequirements of Law, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof and identified on Schedule 7.16 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is notmodification, taken as a wholeor any extension or renewal, materially more restrictive (in the good faith determination of the Company) than any such restriction or conditioncondition that has the effect of making such restriction or condition materially more restrictive), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, the foregoing shall not apply to restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions that are not more restrictive than those contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or this Agreement contained in any permitted extension, refinancing, replacement or renewal of, or documents governing any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of this Section shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted to be secured hereunder (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring collateral securing such Indebtedness or Guaranteeing such Indebtednessother obligations permitted to be secured hereunder, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of this Section shall not apply to the property subject thereto, (x) customary provisions in leases or licenses or other contracts and agreements restricting the assignment assignment, subletting or subletting thereofsublicensing thereof and (vi) this Section shall not apply to (A) any of its Subsidiaries that is not a Wholly-Owned Subsidiary with respect to restrictions and conditions imposed by such Subsidiary’s organizational documents or any related joint venture or similar agreement so long as any such restriction or condition applies only to such Subsidiary and to any Capital Stock in such Subsidiary, (xiB) restrictions and conditions imposed on any of its Subsidiaries in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification expanding the scope of any such restriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions (x) apply only to such Subsidiary and (y) were not imposed in anticipation of the Facility, (C) customary provisions restricting assignment contained in leases, sub-leases, licenses, sub-licenses or transfer of any contract entered into similar agreements, including with respect to Intellectual Property and other agreements, in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts each case entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable ; provided that such provisions apply only to the assets that are the subject of such agreements lease, sub-lease, license, sub-license or other agreement and shall not apply to any other assets of the Borrower or any of its Subsidiaries and (xviD) prohibitions, restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or conditions on cash or arrangements and other deposits imposed by customers under contracts entered into in the ordinary course of businesssimilar agreements applicable to joint ventures.
Appears in 3 contracts
Samples: Credit Agreement (Blue Capital Reinsurance Holdings Ltd.), Credit Agreement (Montpelier Re Holdings LTD), Credit Agreement (Montpelier Re Holdings LTD)
Restrictive Agreements. The Company It will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of it or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or law, by this Agreement, by the UK Credit Agreement and or any Permitted Refinancing Indebtedness Hybrid Equity Securities (but, in the case of Hybrid Equity Securities, only with respect thereofto the ability of the Borrower to pay dividends or other distributions with respect to its Equity Interests), (ii) prohibitions, the foregoing shall not apply to restrictions and conditions (x) existing on the Original Closing Date date of this Agreement identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement condition so long as any to cause such extension, refinancing, renewal, amendment restriction or modification is not, take as a whole, materially condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (in y) arising or agreed to after the good faith determination date of this Agreement; provided that such restrictions or conditions are not more restrictive than the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness existing on the date of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (viiiii) the foregoing shall not apply to customary restrictions and conditions contained in joint venture agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and other similar agreements or arrangements applicable conditions apply only to joint venturesthe Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (viiiiv) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.), 5 Year Revolving Credit Agreement (NuStar Energy L.P.), 5 Year Revolving Credit Agreement (NuStar GP Holdings, LLC)
Restrictive Agreements. The Company REIT will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including the organizational documents of such Person) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of the REIT that owns Real Property in the Unencumbered Pool to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of the REIT that is not a Guarantor owns Real Property in the Unencumbered Pool to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary of the REIT or to Guarantee Indebtedness of the Borrower or any other Subsidiary of the REIT; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness (ixor ownership interests in the applicable Subsidiaries) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only and (v) clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Hines Global REIT, Inc.), Credit Agreement (Hines Global REIT, Inc.), Credit Agreement (Hines Global REIT, Inc.)
Restrictive Agreements. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent or any Restricted Subsidiary of Parent to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Restricted Subsidiary that is not a Guarantor of Parent to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to Parent or any other Restricted Subsidiary of Parent or of any Restricted Subsidiary of Parent to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary of Parent under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect identified on Schedule 6.5 to the Property subject Disclosure Letter (and shall apply to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification tomaterially expanding the scope of, any such restrictions or conditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Parent or assets of Parent or any Restricted Subsidiary of Parent pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or arrangement restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of Parent, so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementwas not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Parent, (viv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesJoint Ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses sub-leases and sub- licenses and other contracts restricting the assignment thereof or permits so long as restricting the grant of Liens in such prohibitionslease, license, sub-lease, sub-license or other contract, (viii) the foregoing shall not apply to restrictions or conditions relate only to the property subject thereto, (x) set forth in any agreement governing any other Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions are customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into for such Indebtedness as determined in the ordinary course good faith judgment of business or otherwise permitted hereunderParent, and (xiiix) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect foregoing shall not apply to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that the foregoing shall not apply to except:
(i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Agreement;
(ii) prohibitions, restrictions and conditions existing on the Original Closing Date set forth on Schedule 7.09 (or but shall apply to any extension, refinancing, replacement extension or renewal thereof of, or any amendment or modification thereto that is notexpanding the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, ;
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder;
(iv) (with respect to clause (a) above) (x) restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt, Refinancing Equivalent Debt, Indebtedness incurred pursuant to Section 7.01(k), secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and other Indebtedness permitted by this Agreement to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement and (y) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(v) agreements or arrangements restrictions and conditions which are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment restrictions or modification is not, take as conditions were not entered into solely in contemplation of such Person becoming a whole, materially more restrictive (in the good faith determination Subsidiary of the Company) than such agreement or arrangement, Borrower;
(vi) prohibitions, customary restrictions and conditions set forth contained in Indebtedness of a Subsidiary that is not a Loan Party which the document relating to any consensual Lien, so long as (i) such Lien is permitted by Section 7.02 and such restrictions or conditions relate only to the specific asset(s) subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Agreement, Section 7.09;
(vii) restrictions imposed by applicable law;
(viii) customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions ventures or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, equity interests therein;
(ix) customary provisions restrictions contained in leases, subleases, licenses, sublicenses or permits asset sale agreements otherwise permitted hereby so long as such prohibitions, restrictions or conditions relate only to the property assets subject thereto, ;
(x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(xi) customary provisions restricting assignment of any agreements;
(xii) (with respect to clause (a) above) provisions in any lease or lease agreement, (xiii) prohibitions, or any restrictions or conditions imposed by a Lien permitted any landlord, prohibiting or restricting the granting, creation or incurrence of any liens on any premises leased by the Borrower or any of its Subsidiaries; and
(xiii) provisions in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the obligations referred to in this Section 6.02 7.09; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Party with respect to the transfer of the Property subject theretosuch limitations than those applicable pursuant to such obligations prior to such amendment, (xiv) restrictions on cash modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessrefinancing.
Appears in 3 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other contractual arrangement to which it is a party or by which its property is bound that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Lenders under the Loan Documents, or (b) the ability of any Subsidiary that is not a Guarantor Loan Party to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that the foregoing shall not apply to to:
(i) prohibitions, restrictions and conditions imposed by law or by this any Loan Document, the Senior Secured Term Facility Credit Agreement or the Senior Subordinated Note Documents and any Permitted Refinancing Indebtedness in respect thereof, related documentation;
(ii) prohibitions, restrictions and conditions (A) existing on the Original Closing Date date hereof identified on Schedule 6.10 and (B) to the extent any such restrictions or conditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any extensionagreement evidencing any permitted renewal, refinancingextension or refinancing of such Indebtedness so long as such renewal, replacement extension or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in refinancing does not expand the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and condition in any Permitted Refinancing Indebtedness incurred with respect thereto, material respect;
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; provided such restrictions and conditions apply only to the Subsidiary or other assets that are to be sold and such sale is permitted hereunder;
(iv) any agreement or other instrument of a Person acquired in a Permitted Receivables FacilityAcquisition or other investment or acquisition permitted hereunder in existence at the time of such Permitted Acquisition or other investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired;
(v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary with respect to clause (a) of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitionsforegoing, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ;
(ixvi) customary provisions in leasesjoint venture agreements, subleaseslimited liability company operating agreements, licensespartnership agreements, sublicenses or permits so long as such prohibitionsstockholders agreements, restrictions or conditions relate only to the property subject theretoasset sale agreements, and other similar agreements;
(x) customary provisions in leases restricting the assignment or subletting thereof, (xivii) customary provisions restricting subletting, assignment or transfer of any contract entered into other transfers contained in the ordinary course of business or otherwise permitted hereunderleases, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts licenses and similar agreements entered into in the ordinary course of business;
(viii) restrictions by reason of any Permitted Lien or any document or instrument governing a Permitted Lien, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect provided that such restriction contained therein only relates to the transfer of the Property asset or assets subject thereto, to such Permitted Lien;
(xivix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ;
(xvx) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash contained in any trading, netting, operating, construction, service, supply, purchase or other deposits imposed by customers under contracts agreement to which the Borrower or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Subsidiary or the assets or property of any other Subsidiary; or
(xi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations that do not otherwise contravene this Section 6.10; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or obligations existing on the Closing Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or obligations as in effect on the Closing Date.
Appears in 3 contracts
Samples: Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (Tube City IMS CORP)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by insurance law and related regulations or other law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.09 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect any tax sharing, tax allocation or similar tax arrangement or agreement entered into among the Borrower and its Subsidiaries and (vii) the foregoing shall not apply to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth conditions imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation Permitted Tax Incentive Financing Transactions so long as such restrictions or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable conditions apply only to the property or assets that are the subject of securing such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 3 contracts
Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement (National General Holdings Corp.), Credit Agreement (Amtrust Financial Services, Inc.)
Restrictive Agreements. The Company Borrowers will not, and will not permit any of its their respective Subsidiaries that are Loan Parties or Domestic Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Subsidiary that is Loan Party or any of its Domestic Subsidiaries (other than any Excluded Subsidiaries) to create, incur or permit to exist any Lien upon any of its property or assets (unless such agreement or arrangement does not a Guarantor prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Administrative Agent created under the Loan Documents) or (b) the ability of any Loan Party or any of its Domestic Subsidiaries (other than Excluded Subsidiaries) to pay dividends or make other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to Lead Borrower or any other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary) or to Guarantee Indebtedness of Lead Borrower or any other Loan Party or Domestic Subsidiary (other than any Excluded Subsidiary); provided that (i) the foregoing shall not apply to (iA) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofthe Loan Documents, (iiB) prohibitions, restrictions and conditions existing on the Original Closing Agreement Date identified on Schedule 7.10 (or and any extension, refinancing, replacement extension or renewal thereof or of, and any amendment or modification thereto that is notdoes not materially expand the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (ivC) customary prohibitions, restrictions and conditions contained in agreements relating to the Disposition of a Permitted Receivables FacilitySubsidiary or its Equity Interests or assets, or assets of Lead Borrower, pending such Disposition, provided that such restrictions and conditions apply only to the Subsidiary, Equity Interests or assets to be Disposed and such Disposition is permitted hereunder, (vD) agreements or arrangements binding on a Subsidiary restrictions and conditions in effect at the time such Subsidiary any Person becomes a Subsidiary and not entered into in connection with or in contemplation of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as Person becoming a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementSubsidiary, (viE) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures permitted hereunder and applicable solely to such joint venture and/or its Equity Interests, (viiiF) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or and conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiiiG) prohibitionscustomary restrictions and conditions imposed in connection with purchase money obligations, mortgage financings and lease obligations with respect to the property purchased or leased or (H) any restriction or condition arising from amendments, replacements, extensions or renewals of any agreement containing any of the foregoing to the extent that the scope of the restriction or condition is not expanded in any material respect, (ii) clause (a) of this Section shall not apply to restrictions or conditions imposed by a Lien any agreement relating to secured Indebtedness or leases permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) this Credit Agreement if such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable conditions apply only to the property or assets that are securing such Indebtedness or subject to such leases, as the subject of such agreements case may be, and (xviiii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into clause (a) of this Section shall not apply to customary provisions in agreements restricting the ordinary course of businessassignment thereof.
Appears in 3 contracts
Samples: Credit Agreement (Steven Madden, Ltd.), Credit Agreement (Steven Madden, Ltd.), Credit Agreement (Steven Madden, Ltd.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Restricted Subsidiaries to create, incur or permit any Lien as security for the Obligations upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor of its Restricted Subsidiaries to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower or any other Restricted Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary thereof or to transfer any of its Equity Interestsproperty or assets to the Borrower or any other Restricted Subsidiary thereof; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilityRestricted Subsidiary pending such sale, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness and the obligors with respect to such Indebtedness, (ixiv) customary provisions in leasesclause (a), subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only and to the property subject theretoextent that it relates to a dividend or distribution of the lease or any interest therein, clause (xb) above shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xiv) the foregoing shall not apply to restrictions contained in any other Indebtedness permitted pursuant to Section 7.1(b), to the extent the restrictions thereunder are no more restrictive, in any material respect, than such restrictions contained in such Indebtedness on the Closing Date; (vi) the foregoing shall not apply to restrictions contained in any Indebtedness permitted pursuant to Section 7.1(j), (k) or (l), to the extent the restrictions thereunder are no more restrictive than such restrictions contained herein; (vii) the foregoing shall not apply to customary provisions restricting assignment or transfer restrictions on the disposition of any contract entered into equity interests in a joint venture in the ordinary course of business or otherwise permitted hereunder, agreements governing such joint venture arrangement; and (xiiviii) prohibitions, restrictions or conditions on cash the foregoing shall not apply to customary non-assignment provisions in contracts or other deposits imposed by customers customary restrictions arising under licenses and other contracts entered into in the ordinary course of business, (xiii) prohibitions, ; provided that such restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect are limited to the transfer of the Property assets subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements to such licenses and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesscontracts.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Landmark Infrastructure Partners LP), Credit Agreement (Landmark Infrastructure Partners LP)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to make distributions or pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law, by any Loan Document or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofthe agreements evidencing the Chase Equipment Debt, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereofthereof and (vi) the foregoing shall not apply to customary restrictions contained in joint venture agreements, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or partnership agreements and other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 similar agreements with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on a joint ownership arrangement restricting the disposition or distribution of assets or property in asset sale agreementsof such joint venture, stock sale agreements partnership or other joint ownership entity, so long as such encumbrances or restrictions are applicable solely to such joint venture and other similar agreements, which limitation or prohibition is are not applicable only to the property or assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or any other deposits imposed by customers under contracts entered into in the ordinary course of businessPerson.
Appears in 3 contracts
Samples: Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10, in the ABL Credit Agreement or any document with respect to any Incremental Equivalent Debt (or any extension, refinancingrenewal or refinancing thereof, replacement or renewal thereof or any amendment or modification thereto thereto, that is notdoes not expand the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or conditioncondition in any material respect), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at or the time assets of any Loan Party or Subsidiary thereof pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided that such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary or assets that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xivi) the foregoing shall not apply to any agreement or other instrument of a Person acquired by a Loan Party or any of its Subsidiaries in existence at the time of such Acquisition (but not created in connection therewith or in contemplation thereof), (vii) the foregoing shall not apply to customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunderjoint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (xiiviii) prohibitions, restrictions or conditions on cash or the foregoing shall not apply to customary provisions contained in leases and other deposits imposed by customers under contracts agreements entered into in the ordinary course of business, and (xiiiix) prohibitions, the foregoing shall not apply to restrictions under agreements evidencing or conditions imposed by a Lien governing or otherwise relating to Indebtedness permitted by under Section 6.02 6.01 of Subsidiaries that are not Loan Parties; provided that such restriction is only with respect to the transfer assets of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets Subsidiaries that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessnot Loan Parties.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure this Agreement or any refinancing or replacement of this Agreement, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that the foregoing shall not apply to except:
(ia) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Agreement;
(iib) prohibitions, restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 7.09 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive condition);
(in c) restrictions imposed by the good faith determination of the CompanySenior Notes Indenture;
(d) than such agreement or arrangement, (vi) prohibitions, customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreement, hereunder;
(viie) restrictions in joint venture agreements and other similar agreements or arrangements applicable (with respect to joint ventures, paragraph (viiia) prohibitions, above) (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xii) customary provisions in leases and other contracts restricting the assignment or subletting thereof, ;
(xif) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien any agreement relating to Indebtedness of any Foreign Subsidiary permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) this Agreement if such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable conditions apply only to the assets that are of the subject of such agreements and applicable Foreign Subsidiary; and
(xvig) prohibitions, restrictions or conditions binding on cash or other deposits imposed a Subsidiary at the time such Subsidiary first becomes a Subsidiary pursuant to a transaction permitted by customers under contracts this Agreement, so long as such restrictions were not entered into solely in the ordinary course contemplation of businesssuch Person becoming a Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Collateral Agent to secure Obligations under this Agreement then outstanding or (b) the ability of any Restricted Subsidiary that is not a Guarantor thereof to pay dividends or other distributions with respect to holders any shares of its Equity Interests; Capital Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties, provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Applicable Law, by any Loan Document, by any documents in existence on the Closing Date or by this Agreement under any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Permitted Receivables FacilityLoan Party or a Restricted Subsidiary pending such sale, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness apply only to the assets of a the Loan Party or Restricted Subsidiary that is not a Loan Party which are to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) the foregoing shall not apply to customary provisions in leasescontracts or leases restricting the assignment, subleasessubleasing, licensessublicensing or transfer thereof, sublicenses (v) the foregoing shall not apply to any agreement related to Indebtedness under the ABL Facility, (vi) the foregoing shall not apply to licenses or permits contracts which by the terms of such licenses and contracts prohibit the granting of Liens on the rights contained therein, (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary (or was designated a Restricted Subsidiary) and not created in contemplation of any such acquisition (or designation), (viii) in the case of restrictions of a type described in clause (b) above, the foregoing shall not apply to any restrictions in Indebtedness so long as such prohibitionsrestrictions are not (I) materially more onerous, taken as a whole, to the Borrower and its Subsidiaries than the terms of this Agreement or (II) either (X) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, any Borrower’s ability to make principal or interest payments required hereunder or (Y) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument, (ix) other agreements evidencing Indebtedness permitted by SECTION 6.01, provided that in each case under this clause (ix) such restrictions or conditions relate only (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the property subject theretorestrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay their respective obligations under the Loan Documents as and when due (as determined in good faith by the Borrower), (x) customary provisions restrictions and conditions contained in leases restricting agreements relating to the assignment sale of a Subsidiary or subletting thereofany assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder (or is reasonably expected to be permitted); (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by SECTION 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien), (xi) customary provisions restricting assignment in shareholders agreements, joint venture agreements, organizational or transfer of constitutive documents or similar binding agreements relating to any contract entered into in joint venture or non-wholly-owned Restricted Subsidiary and other similar agreements applicable to joint ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such joint venture or non-wholly-owned Restricted Subsidiary and the ordinary course of business or otherwise permitted hereunderCapital Stock issued thereby, (xii) prohibitions, any restrictions or conditions on cash or other deposits imposed by customers under contracts agreements entered into in the ordinary course of business, (xiii) prohibitions, restrictions arise in connection with cash or conditions imposed by a Lien other deposits permitted by Section under SECTION 6.02 with respect to the transfer of the Property subject theretoand SECTION 6.04, (xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, business and (xv) restrictions created in connection with any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessQualified Securitization Financing.
Appears in 3 contracts
Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (date hereof identified on Schedule 6.08 or any permitted extension, refinancing, replacement or renewal thereof thereof, or any amendment or modification thereto that thereof so long as any such extension, refinancing, renewal, amendment or modification is not, taken as a whole, materially more restrictive (in the good faith determination of the CompanyBorrower) than any such restriction or condition), including, but not limited to prohibitions, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) restrictions or conditions imposed by the Existing Senior Notes and any Permitted Refinancing agreement relating to Indebtedness incurred with respect theretoby any Subsidiary permitted by this Agreement if such restrictions or conditions apply only to such Subsidiary, (iiiv) prohibitions, restrictions and conditions arising in connection with any Disposition disposition permitted by Section 6.10 6.09 with respect to the Property property subject to such Dispositiondisposition, (ivvi) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables FacilitySecuritization Transaction, (vvii) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take taken as a whole, materially more restrictive (in the good faith determination of the CompanyBorrower) than such agreement or arrangement, (viviii) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary agreements or arrangements that is not a Loan Party which is permitted by this Agreement, (vii) restrictions are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiiixi) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property property subject thereto, thereto and (xivxii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Cash Bridge Credit Agreement (PERRIGO Co PLC), Cash Bridge Credit Agreement (Perrigo Co), Debt Bridge Credit Agreement (Perrigo Co)
Restrictive Agreements. The Company will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (including negative pledges, but other than negative pledges that do not prohibit, restrict or impose any condition upon Liens securing this Agreement or the Obligations) or (b) the ability of any Domestic Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness Loan Document or by any agreement, document or instrument relating to any Securitization or any indenture, agreement or instrument evidencing or governing Indebtedness, in respect thereofeach case, as in effect on the Closing Date or as modified in accordance herewith, or relating to the Existing Securitization as modified in accordance herewith, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date identified on Schedule 6.09 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time or assets pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary or assets that is not a Loan Party which are to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, Indebtedness is incurred in accordance with Section 6.01 and such restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets financed with such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereofthereof and (vi) the Company and any Subsidiary may enter into agreements limiting Guarantees by Subsidiaries, (xi) customary provisions restricting assignment or transfer of provided that any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions do not limit or conditions on cash impair the Guarantees issued or other deposits imposed by customers under contracts entered into required to be issued in the ordinary course of businessconnection with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (iA) prohibitions, the restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (ivB) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale; provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted hereunder and (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by this Agreement, the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder and (viiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viiiA) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness of the type permitted by this Agreement Section 6.01(d), (e) or (i) if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xB) customary provisions in leases and other contracts restricting the assignment or subletting thereof, thereof and (xiC) customary provisions restricting assignment restrictions and conditions contained in agreements relating to a merger of the Borrower or transfer a Restricted Subsidiary permitted hereunder pending such merger; provided that such limitations shall not restrict the Loan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, impair the rights or benefits of the Secured Parties in any contract entered into in the ordinary course of business Collateral or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in impair the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer ability of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers Loan Parties to perform their obligations under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, or to Guarantee Indebtedness of its Equity Intereststhe Borrower or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to any Lien permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to such Lien, (iv) clause (a) shall not apply to customary provisions in leases, licenses and any other contract entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business restricting the assignment thereof, (v) the foregoing shall not apply to any such prohibitions, restrictions or conditions contained in any agreements relating to Indebtedness (i) permitted to be incurred pursuant to the provisions of this Agreement that (x) are customary for financings of such type and are, taken as a whole, not materially more restrictive than the terms of this Agreement (and prior to the incurrence or arrangements issuance of such Indebtedness, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to compliance with the requirements of this clause (v)(i)(x) unless the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender) and (y) do not prohibit the granting of Liens to secure the Obligations, (ii) permitted pursuant to Section 7.1(b), provided that, any restrictions (other than economic terms) contained in any agreement governing any renewal, extension, replacement or refinancing of such Indebtedness are not more restrictive in any material respect than the restrictions contained in such Indebtedness to be renewed, extended, replaced or refinanced, (iii) incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the assets financed thereby, (iv) incurred pursuant to Section 7.1(f), which encumbrance or restriction, in the case of this clause (iv), is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or other Investment permitted hereunder and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or other Investment permitted hereunder, (v) incurred pursuant to Section 7.1(j) or incurred pursuant to Section 7.1(k), (vi) clause (a) shall not apply to any negative pledge or transfer restriction in respect of any property or assets contained in any agreement providing for the Disposition of such property or assets in a transaction permitted by Section 7.6, (vii) the foregoing shall not apply to contractual obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower or any permitted extensionSubsidiary, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract contractual obligations were not entered into in contemplation of such Person becoming a Subsidiary and (viii) the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or and conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer organizational documents or any joint venture agreement or any agreement evidencing Indebtedness of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessan Excluded JV.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee the Secured Obligations; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionother asset pending such sale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which is, or the assets that are, to be sold and such sale is permitted by hereunder or a condition to the closing of such sale is the payment in full of this AgreementAgreement or a consent under this Agreement (it being understood and agreed that neither the Administrative Agent nor any Lender shall be required to grant any such consent), (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) clause (a) of the foregoing shall not apply to customary provisions in leasesleases and other contracts restricting the assignment thereof, subleases, licenses, sublicenses or permits (v) the foregoing shall not apply to restrictions and conditions contained in other Indebtedness permitted under this Agreement so long as such prohibitionsrestrictions and conditions are not more onerous for the Borrower and the Subsidiaries than the restrictions and conditions contained in the Loan Documents, restrictions or conditions relate only and (vi) the foregoing shall not apply to customary provisions contained in joint venture agreements and related to the property subject thereto, (x) customary provisions in leases restricting organizational documents of non-wholly owned Subsidiaries; provided that the assignment Borrower or subletting thereof, (xi) customary provisions restricting assignment the applicable Subsidiary shall use reasonable efforts to exclude any such limitations or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale from such joint venture agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessorganizational documents.
Appears in 3 contracts
Samples: Credit Agreement (Nextgen Healthcare, Inc.), Credit Agreement (Quality Systems, Inc), Credit Agreement (Quality Systems, Inc)
Restrictive Agreements. The Company Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any of its Subsidiaries to create, incur or permit any Lien to secure the Obligations upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor Subsidiaries of the Borrower to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the Borrower, to Guarantee the Obligations or to transfer any of its Equity Interestsproperty or assets to the Borrower; provided that (i) the foregoing clauses (a) and (b) shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document or the Escrow Agreement, (ii) prohibitions, the foregoing clause (b) shall not apply to restrictions and or conditions existing on the Original Closing Date imposed by any Subordinated Debt Document or Note Document (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and document governing any Permitted Refinancing Indebtedness incurred with respect theretothereof), (iii) prohibitions, restrictions the foregoing clauses (a) and conditions arising in connection with any Disposition permitted by Section 6.10 with respect (b) shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower (or any permitted extensionassets thereof) pending such sale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary (or any assets thereof) that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiv) the foregoing clauses (a) and (b) (but, with respect to clause (b), only to the extent that any imposed transfer restrictions or conditions apply only to property or assets that are subject to Capital Lease Obligations or obligations incurred in joint venture agreements and other similar agreements or arrangements applicable connection with purchase money Indebtedness) shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness and the obligors of such Indebtedness, (ixv) the foregoing clauses (a) and (b) shall not apply to customary provisions in leases, subleaseslicenses and contracts restricting the assignment of any such lease, licenses, sublicenses or permits so long as such prohibitions, license and/or contract and (vi) the foregoing clause (b) shall not apply to customary restrictions or conditions relate only on transfers of Capital Stock in a joint venture to the property subject thereto, extent expressly permitted by clause (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject theretodefinition of Permitted Encumbrance (but for the avoidance of doubt, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition there shall be no restriction on the disposition ability of Holdings or distribution any of assets or property its Subsidiaries to pledge Capital Stock in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only a joint venture to secure the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessObligations).
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon the Collateral to secure the Secured Obligations, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document or other agreement evidencing Secured Obligations, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of assets or Equity Interests or of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the assets or Equity Interests or such Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or transfer governance thereof, (vii) clause (a) of the foregoing shall not apply to cash required to secure letters of credit, surety bonding obligations or similar obligations, and (viii) clause (b) of the foregoing shall not apply to restrictions pursuant to any contract entered into in other indenture or agreement governing the ordinary course issuance of business or otherwise Indebtedness permitted hereunder, (xii) prohibitions, provided that such restrictions or and conditions on cash or other deposits imposed by customers under contracts entered into are customary for such Indebtedness as reasonably determined in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer good faith judgment of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessCompany.
Appears in 3 contracts
Samples: Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc)
Restrictive Agreements. The Company Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Guarantor Loan Party to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Restricted Subsidiary or to Guarantee Indebtedness of any Restricted Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to any such restrictions that (ii)(x) prohibitions, restrictions exist on the Closing Date and conditions imposed by law or (to the extent not otherwise permitted by this Agreement Section 6.10) are listed on Schedule 6.10 or in the indenture governing the Second Lien Notes and (y) any Permitted Refinancing Indebtedness in respect thereofrenewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, (iiii)(x) prohibitionsare binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and conditions existing on the Original Closing Date (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any agreement evidencing such restriction so long as such renewal or condition), including, but extension does not limited to prohibitions, restrictions and conditions imposed by expand the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoscope of such restrictions, (iii) prohibitionsrepresent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01, (iv) are customary restrictions and conditions arising that arise in connection with any Disposition permitted by Section 6.10 with respect 6.05 applicable pending such Disposition solely to the Property assets subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative pledge relates to the property financed by or securing such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing or the Second Lien Notes), (vii) are imposed by Requirements of Law, (viii) prohibitionsare customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions or conditions relate only to the assets subject thereto, (ix) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if pursuant to Section 6.01(a)(v) to the extent that such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixx) are customary provisions in leasesrestricting subletting or assignment of any lease governing a leasehold interest of Holdings, subleasesany Intermediate Parent, licenses, sublicenses the Borrower or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereofany Restricted Subsidiary, (xi) are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business license, lease or otherwise permitted hereunderother agreement, (xii) prohibitions, are restrictions or conditions on cash (or other Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business, business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits) or (xiii) prohibitionsare customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any Restricted Subsidiary, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the transfer ability of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers Borrower and its Restricted Subsidiaries to meet their ongoing obligations under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)
Restrictive Agreements. The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Loan Documents or (ii) the ability of any Restricted Subsidiary of the Borrower that is not a Guarantor to pay dividends or other distributions Distributions with respect to holders any of its Equity InterestsStock; provided that the foregoing shall not apply to to:
(ia) prohibitions, restrictions and conditions imposed by law or by this Agreement and (A) Law, (B) any Permitted Refinancing Indebtedness in Loan Document, (C) with respect thereof, to clause (ii) prohibitionsabove, the documentation governing Debt incurred pursuant to Section 8.12(q), (D) with respect to clause (ii) above, any documentation related to any Permitted Debt, and (E) with respect to clause (ii) above, any documentation governing any Refinancing Debt incurred to Refinance any such Debt referenced in clauses (B) through (D) above;
(b) customary restrictions and conditions existing on the Original Closing Date (or to any extension, refinancingrenewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in replacement expands the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, ;
(iiic) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary or any assets pending such Disposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be Disposed and such Disposition is permitted hereunder;
(d) customary restrictions in leases, subleases, licenses, sublicenses and other contracts so long as such restrictions relate solely to the assets subject thereto;
(e) restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent such restriction applies only to specific property securing such Debt and not all assets;
(f) any restrictions or conditions set forth in any agreement in effect at the any time such Subsidiary any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any permitted extension, refinancing, replacement other Restricted Subsidiary;
(g) restrictions or renewal of, conditions in any Permitted Debt that is incurred or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of assumed by a Subsidiary that is not a Guarantor to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Party which is permitted by this AgreementDocuments or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of any such Debt of any such Person, are imposed solely on such non-Guarantor and its Subsidiaries;
(viih) restrictions on cash, Cash Equivalents or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on such cash, Cash Equivalents or deposits constituting Liens permitted hereunder);
(i) customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesventures constituting Permitted Investments and applicable solely to such joint venture and entered into in the ordinary course of business;
(j) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under clauses (c), (viiip) prohibitionsand (q) of Section 8.12, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only but solely to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only extent any negative pledge relates to the property financed by or the subject thereto, of such Debt;
(x) customary provisions in leases restricting the assignment or subletting thereof, (xik) customary provisions restricting assignment assignment, transfer or transfer sub-letting of any contract agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in Real Estate leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation;
(m) provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business or otherwise permitted hereunder, (xiiin which case such restriction shall relate only to such Intellectual Property);
(n) prohibitions, restrictions or conditions on cash contained in any trading, netting, operating, construction, service, supply, purchase, sale or other deposits imposed by customers under contracts agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business, (xiii) prohibitions, restrictions ; provided that such agreement prohibits the encumbrance of solely the property or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer assets of the Property subject thereto, (xiv) restrictions on cash Borrower or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets such Restricted Subsidiary that are the subject of such agreements agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and
(xvio) prohibitions, restrictions or and conditions on cash or other deposits imposed by customers under contracts entered into any extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement is, in the ordinary course good faith judgment of businessthe Borrower, not materially more restrictive with respect to such restriction or condition taken as a whole than those prior to such extension, renewal, amendment, restatement, modification, increase, supplement, refunding, refinancing or replacement.
Appears in 3 contracts
Samples: Credit Agreement (ProPetro Holding Corp.), Credit Agreement (ProPetro Holding Corp.), Credit Agreement (ProPetro Holding Corp.)
Restrictive Agreements. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Company or any Subsidiary to create or permit to exist any Lien on any of its property or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make, repay or prepay loans or advances to the Company or any other Subsidiary or to Dispose of assets to the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by applicable law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof(including pursuant to regulatory restrictions), (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof and identified on Schedule 7.17 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is notexpanding the scope of, taken as a wholeor any extension or renewal of, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary or assets or property of the Company or any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets or property that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions that are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Effective Date in accordance with the provisions of this Agreement, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary clause (a) of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is this Section shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing collateral securing such Indebtedness, Indebtedness and (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of this Section shall not apply to the property subject thereto, (x) customary provisions in leases or licenses or other contracts and agreements restricting the assignment assignment, subletting or subletting sublicensing thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Conseco Inc), Credit Agreement (Conseco Inc), Credit Agreement (Conseco Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (collectively, “Restrictions”)
(a) the ability of the Borrower or any Domestic Subsidiary to create, incur or permit to exist a first priority Lien upon any of its assets securing the obligations of the Borrower hereunder or, in the case of Domestic Subsidiaries, the Guarantees thereof, (b) the ability of any Subsidiary to pay dividends or similar distributions with respect to any shares of its capital stock (or similar Equity Interests) or to make or repay loans or advances to the Borrower or any Subsidiary Guarantor or (c) the ability of any Domestic Subsidiary to Guarantee any of the Guaranteed Obligations; provided that:
(i) the foregoing shall not apply to (A) Restrictions imposed by law, rule, regulation or order or by this Agreement or any other Loan Document, (B) Restrictions existing on the date hereof identified on Schedule 7.04 (but shall apply to any amendment or modification expanding the scope of any such Restrictions), (C) Restrictions imposed by any agreement by which any Subsidiary is bound at the time such Subsidiary became a Subsidiary, so long as such agreement was in effect at the time of such acquisition and was not created in contemplation of such acquisition and such Restrictions only apply to such Subsidiary (but shall apply to any amendment or modification expanding the scope of any such Restriction), (D) customary Restrictions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided that (1) such Restrictions apply only to the Subsidiary or assets to be sold and (2) such sale is permitted hereunder, (E) Restrictions on cash or other deposits under contracts entered into in the ordinary course of business, (F) in the case of any Subsidiary that is not a Guarantor to pay dividends wholly-owned Subsidiary of the Borrower, Restrictions imposed by its organizational documents or other distributions with respect to holders of its Equity Interests; any related joint venture or similar agreement, provided that such Restrictions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, and (G) Restrictions contained in lease agreements or agreements not relating to Indebtedness, in each case, entered into by the Borrower or any Subsidiary in the ordinary course of business;
(ii) clause (a) of the foregoing shall not apply to (iA) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions Restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions Restrictions apply only to the Subsidiaries incurring or Guaranteeing assets securing such Indebtedness, (ixB) customary provisions in leasesRestrictions imposed by any agreement relating to Indebtedness permitted by this Agreement incurred after the Effective Date to finance the acquisition of particular assets (and any agreement relating to any refinancing of such Indebtedness, subleasesso long as the aggregate principal amount of such refinancing Indebtedness does not exceed the then outstanding aggregate principal amount of such original Indebtedness), licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate Restrictions apply only to the property subject theretosuch assets (other than Inventory and Receivables), (xC) Restrictions imposed by any agreement relating to Indebtedness permitted by this Agreement, provided that neither the Borrower nor any Domestic Subsidiary may create, incur or permit to exist any Lien securing the Indebtedness under such agreement unless the Indebtedness under this Agreement is equally and ratably secured thereby on terms reasonably satisfactory to the Administrative Agent, and (D) customary provisions in leases and other contracts restricting the assignment or subletting thereof, ; and
(xiiii) customary provisions restricting assignment or transfer clause (b) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits foregoing shall not apply to Restrictions imposed by customers under contracts entered into any agreement if the Borrower’s Board of Directors determines in good faith that such Restrictions could not reasonably be expected to have a material adverse effect on the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer ability of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers Borrower and the Subsidiary Guarantors to pay their obligations under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessLoan Documents when due.
Appears in 3 contracts
Samples: Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc)
Restrictive Agreements. The Company Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, Existing Subordinated Debt Document, Additional Subordinated Debt Document, Holdings Senior Discount Debenture Documents or Replacement Subordinated Debt Documents, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.09 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases or other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Stores Co Inc)
Restrictive Agreements. The Company No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary, or any assets of a Subsidiary, pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment or transfer the foregoing shall not apply to restrictions requiring minimum reserves of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, business and (xiiivii) prohibitions, clause (b) of the foregoing shall not apply to any restrictions or conditions imposed by a Lien permitted by any agreement relating to Indebtedness incurred pursuant to Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts 6.01 entered into in after the ordinary course of business, (xv) any limitation or prohibition Effective Date so long as such restrictions are no more burdensome on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to Company’s Subsidiaries than the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesscontained herein.
Appears in 3 contracts
Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)
Restrictive Agreements. The Company will notNo Credit Party will, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any Equity Securities or with respect to, or measured by, its profits or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or to provide a Guarantee of any Indebtedness of the Borrower or any Restricted Subsidiary, (c) the ability of the Borrower or any Restricted Subsidiary to make any loan or advance to the Borrower or any of the Subsidiaries, or (d) the ability of the Borrower or any Restricted Subsidiary to sell, lease or transfer any of its Equity Interestsproperty to the Borrower or any of the Subsidiaries; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Applicable Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.9 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a an Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, and (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other ordinary course contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Mercer International Inc.), Credit Agreement (Mercer International Inc.), Credit Agreement (Mercer International Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary that is not a Guarantor to pay dividends create, incur or other distributions with respect permit to holders exist any Lien upon any of its Equity Interestsproperty or assets; provided that (A) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by any Requirement of Law, Permitted Encumbrances, any subordinated Indebtedness, the Existing Senior Notes and documents governing any Permitted Refinancing Indebtedness permitted to be incurred with respect theretopursuant to Section 6.01(c) or (h) or by any Loan Document, (iiiB) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facilitythe disposition of any assets pending such disposition, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the assets or Restricted Subsidiary that is not a Loan Party which to be disposed of and such disposition is permitted by this Agreementhereunder, (viiC) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions either (1) apply only to the property or assets securing such Indebtedness, or (2) do not restrict the granting of Liens by the Loan Parties to secure the maximum amount of the Revolving Commitments and Term B Loans in effect on the Closing Date, (D) the foregoing shall not apply to customary prohibitions, restrictions or conditions apply only in joint venture agreements and other similar agreements applicable to the Subsidiaries incurring or Guaranteeing joint ventures permitted by Section 6.11 and applicable solely to such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts joint venture and entered into in the ordinary course of business, (xiiiE) the foregoing shall not apply to customary prohibitions or restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such prohibitions or restrictions relate to the assets subject thereto or are customary provisions in leases and other contracts restricting the subletting or assignment thereof, and (F) the foregoing shall not apply to prohibitions, restrictions or conditions imposed by in agreements to which a Lien permitted by Section 6.02 with respect to Restricted Subsidiary is a party that are either (x) in effect on the transfer Closing Date and identified on Schedule 6.12 or (y) binding on such Restricted Subsidiary at the time of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts acquisition thereof and not entered into in the ordinary course contemplation of businesssuch acquisition, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only relating solely to such Restricted Subsidiary and the assets that are of the Restricted Subsidiary subject of to such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessagreement.
Appears in 3 contracts
Samples: Credit Agreement (LSC Communications, Inc.), Credit Agreement (Donnelley Financial Solutions, Inc.), Credit Agreement (LSC Communications, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any consensual agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Wireline Company to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Secured Parties (or an agent or trustee on their behalf) or to transfer any of its properties or assets to any other Wireline Company, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to any other Wireline Company or to Guarantee Indebtedness of any other Wireline Company; provided that that:
(i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or regulation or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Loan Document or other Transaction Document,
(ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive condition),
(in iii) the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is not a Loan Party which or are to be sold and such sale is permitted by this Agreement, hereunder,
(viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ,
(ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions relate only to the property subject thereto, (x) imposed by customary provisions in leases and other contracts restricting the assignment or subletting thereof, ,
(xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions applicable to any Person or the property or assets of a Person acquired by the Borrower or any of its Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which restriction or condition is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restrictions and conditions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(vii) the foregoing restrictions shall not apply to restrictions or conditions (A) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, (xiiiB) prohibitionsexisting under, restrictions by reason of or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on provisions with respect to the disposition or distribution of assets or property property, in asset sale each case contained in joint venture agreements, stock sale limited liability company agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and which the Borrower’s board of directors determines will not adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans, or (xviC) prohibitionsexisting under, by reason of or with respect to Indebtedness incurred to refinance any Indebtedness, in each case as permitted under Section 6.01; provided that the restrictions or conditions on cash or other deposits imposed by customers under contracts entered into contained in the ordinary course of businessagreements governing the Indebtedness incurred to refinance Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(viii) the foregoing shall not apply to any Directories Note.
Appears in 3 contracts
Samples: Credit Agreement (Windstream Corp), Credit Agreement (Windstream Corp), Credit Agreement (Windstream Corp)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Subsidiary that is not a Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets; or (b) the ability of any of its Subsidiaries to pay dividends or make any other distributions with respect to holders any shares of its capital stock or any other Equity InterestsInterest or participation in its profits owned by any Subsidiaries; or (c) the ability of any of its Subsidiaries to make or repay loans or advances to it or any of its Subsidiaries or to Guarantee Indebtedness of it or any of its Subsidiaries or to transfer any of its properties or assets to RERH Holdings or any other Subsidiary; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Laws or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofTransaction Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time or asset pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale; provided that such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary or asset that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) customary non-assignment provisions in leasesany contract, subleaseseasement or lease, licenses, sublicenses or permits so long as such prohibitions, and other customary encumbrances and restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xiiiv) prohibitions, restrictions or conditions imposed by contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which any Subsidiary is a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts party and which is entered into in the ordinary course of business, (xv) any limitation ; provided that such agreement prohibits the encumbrance of solely the property or prohibition on the disposition or distribution assets of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets such Subsidiary that are the subject of such agreements agreement, the payment rights arising thereunder and/or the proceeds thereof and (xvi) prohibitions, restrictions not to any other asset or conditions on cash property of such Subsidiary or the assets or property of any other deposits imposed by customers under contracts entered into in the ordinary course of businessSubsidiary.
Appears in 3 contracts
Samples: Credit Sleeve and Reimbursement Agreement (Reliant Energy Inc), Credit Sleeve and Reimbursement Agreement (Reliant Energy Inc), Credit Sleeve and Reimbursement Agreement (Reliant Energy Inc)
Restrictive Agreements. The Company It will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of it or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to the MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or law, by this Agreement and any Permitted Refinancing Indebtedness in respect thereofor by the UK Credit Agreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date clause (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination b) of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by any Hybrid Equity Securities that by their terms are expressly subordinated in right of payment to any MLP Obligations during any period in which the Existing Senior Notes and issuer thereof has elected to defer interest thereon in accordance with the terms of such Hybrid Equity Securities, provided that in no event shall any Permitted Refinancing Indebtedness incurred such agreement or arrangement prohibit or restrict or impose any condition upon the ability of (A) any Restricted Subsidiary to pay dividends or other distributions with respect theretoto any of its Equity Interests directly owned by the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries, (B) any Restricted Subsidiary to make or repay loans or advances to the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries or (C) the Borrower or any Guarantor from making any payments of principal, interest or other amounts owing hereunder or under any other Loan Document (including the MLP Obligations), or under the Revolving Credit Agreement, or guaranteeing any of the MLP Obligations, (iii) prohibitions, the foregoing shall not apply to restrictions and conditions arising in connection with (x) existing on the date of this Agreement identified on Schedule 6.08 (but shall apply to any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement condition so long as any to cause such extension, refinancing, renewal, amendment restriction or modification is not, take as a whole, materially condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (in y) arising or agreed to after the good faith determination date of this Agreement; provided that such restrictions or conditions are not more restrictive than the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness existing on the date of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (viiiv) the foregoing shall not apply to customary restrictions and conditions contained in joint venture agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and other similar agreements or arrangements applicable conditions apply only to joint venturesthe Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (viiiv) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Letter of Credit Agreement, Letter of Credit Agreement (NuStar Energy L.P.), Letter of Credit Agreement (NuStar Energy L.P.)
Restrictive Agreements. The Company Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure the Obligations or (b) the ability of any Subsidiary that is not a Guarantor (i) to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or (ii) to make or repay loans or advances to Holdings or any Subsidiary or to Guarantee Indebtedness of Holdings or any Subsidiary; provided that provided, that, (i) the foregoing shall not apply to (iA) prohibitions, restrictions and conditions imposed by law or by this Agreement or any other Loan Document, (B) restrictions and conditions contained in any agreement or document evidencing or governing Refinancing Indebtedness in respect of the Indebtedness referred to in subclause (A) (including, for the avoidance of doubt, Permitted First Priority Refinancing Indebtedness and Permitted Junior Priority Refinancing Indebtedness that is Second Lien Indebtedness), Alternative Incremental Facility Indebtedness, Permitted Second Lien Indebtedness, the Senior Unsecured Notes or Refinancing Indebtedness in respect thereof; provided, that, (iix) prohibitionsthe restrictions and conditions contained in any such agreement or document referred to in this subclause (B) are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement and (y) for the avoidance of doubt, such restrictions and conditions do not restrict the Liens securing the Obligations or the first priority status thereof, (C) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any related joint venture or similar agreements; provided, that, such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary, (D) customary restrictions, encumbrances and conditions contained in agreements relating to the sale of a Subsidiary or any assets of Holdings or any Subsidiary, in each case pending such sale; provided, that, such restrictions and conditions apply only to such Subsidiary or the assets that are to be sold and, in each case, such sale is permitted hereunder, (E) restrictions and conditions existing on the Original Closing Date and identified on Schedule 6.09 to the Disclosure Letter (or to any extension, refinancing, replacement extension or renewal thereof of, or any amendment amendment, modification or modification thereto that is notreplacement not expanding the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iiiF) prohibitions, restrictions and conditions imposed, or contained in any agreement entered into, or otherwise existing, during a Suspension Period and (G) any encumbrance or restriction arising or agreed to in connection with the ordinary course of business, not relating to any Disposition permitted by Section 6.10 with respect to Indebtedness, and that do not, individually or in the Property subject to such Dispositionaggregate, (ivx) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at detract from the time such Subsidiary becomes a Subsidiary value of the Borrower property or assets of Holdings or any permitted extension, refinancing, replacement or renewal of, Subsidiary in any manner material to Holdings or any amendment Subsidiary or modification to, any such agreement (y) materially affect the Borrower’s ability to make future principal or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (viiii) clause (a) of the foregoing shall not apply to (A) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement clauses (f), (g), (i), (j), (k), (n), (o), (p), (q) and (r) of Section 6.01 if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring or Guaranteeing assets securing such Indebtedness, (ixB) customary provisions in leases, subleaseslicenses and other agreements restricting the assignment thereof, licenses(C) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.01; provided, sublicenses that, such restrictions apply only to such Subsidiary and its assets (or permits so long as any special purpose acquisition Subsidiary without material assets acquiring such prohibitionsSubsidiary pursuant to a merger), (D) restrictions or and conditions relate that apply only to the property subject thereto, Equity Interests and assets (xincluding cash) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in TriNet Trust; and (iii) clauses (a) and (b)(ii) of the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or and conditions imposed by a Lien permitted by Section 6.02 any TriNet Workers’ Compensation Collateral Agreement provided, that, such restrictions and conditions apply only to assets held in trust or escrow arrangements in connection with respect to the transfer of the Property subject theretosuch TriNet Workers’ Compensation Collateral Agreement, (xivE) restrictions imposed on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness and (F) customary provisions contained in leases, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreementssub-leases, stock sale agreements licenses, sublicenses, contracts and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness to the extent such obligations impose restrictions of the type described in clause (a) of the foregoing on the property subject to such lease. Nothing in this paragraph shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Loan Parties under Sections 5.03, 5.12 or 5.14 or under the Security Documents.
Appears in 3 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Restrictive Agreements. The Holding Company will not, and nor will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Holding Company to create, incur or permit to exist any Lien upon the Collateral owned by the Holding Company as provided herein and in the Security Documents, (ii) the ability of any Designated SBG Subsidiary or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (iii) the ability of any Subsidiary that is not a Guarantor of any Designated SBG Subsidiary to pay dividends or other distributions to such Designated SBG Subsidiary with respect to holders its ownership interests or to Guarantee Indebtedness of the Borrower or any Subsidiary of the Borrower or the ability of any Designated SBG Subsidiary or any of its Equity InterestsSubsidiaries to make loans or advances to the Borrower or any Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower or any Subsidiary of the Borrower; provided that the foregoing clauses (ii) and (iii) shall not apply to (ix) prohibitions, restrictions and conditions imposed by law or by this Agreement the Loan Documents and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (ivy) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement sale (so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing Person that is to be sold and such Indebtednesssale is permitted under the Loan Documents); provided, (ix) customary provisions in leasesfurther, subleases, licenses, sublicenses or permits so long as such prohibitions, that the foregoing clauses shall not apply to restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or and conditions imposed by a Lien permitted by Section 6.02 with respect the Other Debt Documents to the transfer extent not more onerous than those in effect under (in the case of any such Subordinated Debt) the Property subject thereto8% Senior Subordinated Note Indenture or (in the case of any other such Indebtedness) the Initial Second Priority Debt Indentures; provided, (xiv) further, that the foregoing clauses shall not apply to restrictions on cash or other deposits or net worth and conditions imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation instruments evidencing or prohibition is applicable only providing for Indebtedness incurred by the Holding Company to refinance the Holding Company Convertible Debentures (or any further refinancing thereof) to the assets that are extent not more restrictive than those in effect under the subject of such agreements and (xvi) prohibitions, restrictions Holding Company Convertible Debentures or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)
Restrictive Agreements. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on
(a) [Reserved];
(b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make, repay or prepay loans or advances to the Company or any other Subsidiary or to Dispose of assets to the Company or any other Subsidiary; provided that that
(i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by applicable law (including pursuant to regulatory restrictions) or imposed by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Governmental Authority,
(ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof and identified on Schedule 7.17 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is notmodification, taken as a wholeor any extension or renewal, materially more restrictive (in the good faith determination of the Company) than any such restriction or conditioncondition that has the effect of making such restriction or condition materially more restrictive), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, ,
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time such Subsidiary becomes a Subsidiary or assets or property of the Borrower Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any Subsidiary pending such agreement or arrangement so long as any sale; provided that such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary or assets or property that is to be sold and such sale is permitted hereunder,
(iv) the foregoing shall not a Loan Party which is apply to restrictions that are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness permitted by this Agreement, ,
(viiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable this Section shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capitalized Lease Liabilities and Purchase Money Debt) permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing collateral securing such Indebtedness, ,
(ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only this Section shall not apply to the property subject thereto, (x) customary provisions in leases or licenses or other contracts and agreements restricting the assignment assignment, subletting or subletting thereofsublicensing thereof and
(vii) this Section shall not apply to
(A) any Subsidiary that is not a Wholly-Owned Subsidiary with respect to restrictions and conditions imposed by such Subsidiary’s organizational documents or any related joint venture or similar agreement so long as any such restriction or condition applies only to such Subsidiary and to any Equity Interests in such Subsidiary,
(B) restrictions and conditions imposed on any Subsidiary in existence at the time such Subsidiary became a Subsidiary (but shall apply to any amendment or modification expanding the scope of any such restriction or condition which makes such restrictions and conditions, taken as a whole, materially more restrictive); provided that such restrictions and conditions (xiA) apply only to such Subsidiary and (B) were not imposed in anticipation of the Facilities,
(C) customary provisions restricting assignment contained in leases, sub-leases, licenses, sub-licenses or transfer of any contract entered into similar agreements, including with respect to intellectual property and other agreements, in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts each case entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable ; provided that such provisions apply only to the assets that are the subject of such lease, sub-lease, license, sub-license or other agreement and shall not apply to any other assets of the Company or any Subsidiary and
(D) restrictions on pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesssimilar agreements applicable to joint ventures.
Appears in 3 contracts
Samples: Credit Agreement (CNO Financial Group, Inc.), Credit Agreement (CNO Financial Group, Inc.), Credit Agreement (CNO Financial Group, Inc.)
Restrictive Agreements. The Company (a) Subject to clauses (b) through (d) below, Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interests; provided that the capital stock or to make or repay loans or advances to Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings or any other Restricted Subsidiary.
(b) The foregoing clause (a) shall not apply to restrictions and conditions (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Loan Document, documentation governing the Existing Senior Notes or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing Indebtedness (provided that such restrictions are not materially more restrictive (as determined in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is notgood faith by Holdings), taken as a whole, materially more restrictive (than those contained in such agreements governing the good faith determination of the Company) than any such restriction or conditionIndebtedness being refinanced), including, but not limited or Indebtedness of a Foreign Subsidiary permitted to prohibitions, be incurred under this Agreement (provided that such restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoshall apply only to such Foreign Subsidiary), (iiiii) prohibitions, restrictions existing on the date hereof identified on Schedule 6.10 (and conditions arising in connection with shall not apply to any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement condition), (iii) contained in agreements relating to the sale of property and/or assets, including the Equity Interests of a Restricted Subsidiary, pending such sale; provided such restrictions and conditions apply only to property and/or assets, including the Equity Interests of a Restricted Subsidiary, that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so long as acquired and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive Consolidated Practice by (in and for the good faith determination of the Companybenefit of) than such agreement or arrangement, any Loan Party and (vi) prohibitions, restrictions and conditions set forth in Indebtedness imposed by any customary provisions restricting assignment of a Subsidiary that is any agreement entered into the ordinary course of business.
(c) The foregoing clause (a)(i) shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions (i) imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness or (ixii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) imposed by customary provisions in leases restricting the assignment or subletting thereof, .
(xid) The foregoing clause (a) shall not apply (x) to customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale joint venture agreements, stock sale partnership agreements, limited liability company agreements and other similar agreements, which limitation relating to purchase options, restrictions on transfer, rights of first refusal or prohibition is applicable only call or similar rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses, sale lease back agreements, stock sale agreements, asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets that are subject thereto.
(e) For purposes of determining compliance with this Section 6.10, (i) the subject priority of such agreements any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (xviii) prohibitions, restrictions the subordination of loans or conditions advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on cash the ability to make loans or other deposits imposed by customers under contracts entered into in the ordinary course of businessadvances.
Appears in 3 contracts
Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp)
Restrictive Agreements. The Company Borrower will not, and nor will not the Borrower permit any of its Subsidiaries Restricted Subsidiary to, directly enter into any agreement, instrument, deed or indirectly, enter into, incur or permit to exist any agreement or other arrangement lease that prohibits, restricts or imposes any condition upon upon: (a) the ability of any Subsidiary that is not a Guarantor Loan Party to pay dividends create, incur or other distributions with respect permit to holders exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Equity Interests; Collateral or (b) the ability of any Restricted Subsidiary to make Restricted Payments or to make or repay loans or advances to any Holding Company or any other Restricted Subsidiary, provided that the foregoing shall not apply to to:
(i) prohibitions, restrictions and conditions imposed by law or (A) law, (B) any Loan Document and any Second Lien Loan Document, any agreements evidencing secured Indebtedness permitted by this Agreement and Agreement, or any documentation providing for any Permitted Refinancing of any of the foregoing or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in respect thereofeach case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations under the Loan Documents as and when due (as determined in good faith by the Borrower);
(ii) prohibitions, restrictions and conditions existing on the Original Closing Date (to the extent not incurred in contemplation thereof) or in any extension, refinancingrenewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or renewal thereof or any amendment or modification thereto that is not, taken as a whole, replacement materially more restrictive (in expands the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed condition (as determined in good faith by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, Borrower);
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary sale of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness Equity Interests of a Subsidiary or a Joint Venture or of any assets of the Holding Companies, a Subsidiary or a Joint Venture, in each case pending such sale, provided that is not a Loan Party which is permitted by this Agreement, (vii) such restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring Subsidiary or Guaranteeing assets that is or are to be sold and such Indebtedness, sale is permitted hereunder or is conditioned on obtaining consent of the Lenders pursuant to the terms hereof;
(ixiv) customary provisions in leases, subleaseslicenses and other contracts restricting the assignment, licensessubletting or transfer thereof or other assets subject thereto;
(A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, sublicenses transfer or permits so long as other disposition of all or substantially all of the Equity Interests or assets of such prohibitionsSubsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer restrictions apply solely to the assets that are the subject of such Lien);
(vi) restrictions created in connection with any Qualified Securitization Financing;
(vii) restrictions or conditions relate only set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the property subject thereto, any other Restricted Subsidiary;
(xviii) customary provisions in leases restricting shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly-owned Restricted Subsidiary and other similar agreements applicable to Joint Ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such Joint Venture or non-wholly-owned Restricted Subsidiary and the assignment or subletting thereof, Equity Interests issued thereby;
(xiix) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts agreements entered into in the ordinary course of business, ;
(xiiix) prohibitions, any restrictions regarding licensing or conditions imposed sublicensing by Holdings and the Restricted Subsidiaries of Intellectual Property in the ordinary course of business to the extent not materially interfering with the business of Holdings or the Restricted Subsidiaries taken as a Lien whole;
(xi) any restrictions that arise in connection with cash or other deposits permitted by under Section 6.02 with respect to the transfer of the Property subject thereto, and Section 6.04; and
(xivxii) any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)
Restrictive Agreements. The Company Each Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:
(a) the ability of such Borrower or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Collateral Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations, or
(b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsInterests or to make or repay loans or advances to such Borrower or any other Restricted Subsidiary or to Guarantee the Obligations or any part thereof; provided that with respect to clauses (a) and (b):
(i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law law, rule, regulation or order or by this Agreement any customary or reasonable restrictions and conditions contained in any Loan Document, or document governing any Swap Obligations, Deposit Obligations, Refinancing Notes, any Refinancing Loan, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing Indebtedness in respect thereof, ;
(ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables FacilityDispositions permitted by Section 6.05 pending such Dispositions;
(iii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien);
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(v) agreements or arrangements the foregoing shall not apply if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Borrower Closing Date or assets owned by any permitted extensionRestricted Subsidiary on the Closing Date), refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, assets being acquired;
(vi) prohibitionsthe foregoing shall not apply to customary provisions in partnership agreements, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreementlimited liability company governance documents, (vii) restrictions in joint venture agreements and other similar agreements that restrict the transfer of assets of, or arrangements applicable ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person;
(vii) clause (b) of the foregoing shall not apply to joint ventures, provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis;
(viii) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness or the Persons obligated thereon;
(ix) customary provisions clause (b) of the foregoing shall not apply to restrictions contained in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only agreements and instruments governing Indebtedness permitted pursuant to Section 6.01 to the property subject theretoextent not materially more restrictive, taken as a whole, to the Parent Borrower and its Subsidiaries than the covenants contained in this Agreement (as reasonably determined by the Parent Borrower);
(x) the foregoing shall not apply to customary provisions or reasonable restrictions (as reasonably determined by the Parent Borrower) contained in leases restricting the assignment or subletting agreements and instruments relating to any Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes, any Refinancing Loans, any Indebtedness permitted pursuant to Sections 6.01(t) and (v), and any Permitted Refinancing Indebtedness thereof (and successive Permitted Refinancing Indebtedness thereof, );
(xi) clause (a) of the foregoing shall not apply to customary provisions restricting assignment or transfer of restrictions that arise in connection with any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien;
(xii) [Reserved]; and
(xiii) the foregoing shall not apply to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xi) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the transfer of the Property subject theretosuch restrictions taken as a whole than those in existence prior to such amendment, (xiv) restrictions on cash modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessrefinancing.
Appears in 3 contracts
Samples: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Restrictive Agreements. The Company No Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets forming a part of the Collateral, or (b) the ability of any Subsidiary that is not a Guarantor Loan Party (other than KAC) to pay dividends or other distributions with respect to holders any shares of its Equity InterestsInterests or to make or repay loans or advances to any Loan Party or to Guarantee Indebtedness of any Loan Party; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law Requirements of Law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, Loan Document; (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by on the Existing Senior Notes and Loan Parties existing on the date hereof identified on Schedule 6.10 (but shall apply to any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive condition); (in iii) the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary that is not a Loan Party which pending such sale (provided that such restrictions and conditions apply only to the Loan Party that is to be sold and such sale is permitted by this Agreement, hereunder); (viiiv) the foregoing shall not apply to customary restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, ventures to the extent such joint ventures are permitted hereunder; (viiiv) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ; (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment thereof and (vii) clause (b) of the foregoing shall not apply to restrictions pursuant to any other indenture or subletting thereof, (xi) customary provisions restricting assignment or transfer agreement governing the issuance of any contract entered into in the ordinary course of business or otherwise Indebtedness permitted hereunder, (xii) prohibitions, provided that such restrictions or conditions on cash or other deposits imposed by customers under contracts entered into are customary for such Indebtedness as reasonably determined in the ordinary course good faith judgment of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessKAC.
Appears in 3 contracts
Samples: Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp)
Restrictive Agreements. The Company Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to Holdings or any other Restricted Subsidiary, to Guarantee Indebtedness of Holdings or any other Restricted Subsidiary or to transfer any of its Equity Interestsproperty or assets to Holdings or any Restricted Subsidiary of Holdings; provided provided, that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement Agreement, any other Transaction Document, the Loan Facility Agreement, or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Loan Facility Agreement, so long as the restrictions and conditions in such other indenture, note purchase agreement or loan agreement are no more burdensome in any Permitted Refinancing Indebtedness in material respect thereofthan those imposed by the Loan Facility Agreement, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables Facility, (v) agreements or arrangements binding on a Restricted Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any sale; provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable Section 7.8(a) shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (including the Inventory Financing Agreement) if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) customary provisions the foregoing shall not apply to restrictions and conditions contained in leases, subleases, licenses, sublicenses or permits so long the Inventory Financing Agreement as such prohibitions, restrictions or conditions relate only in effect on the Closing Date and (v) Section 7.8(a) shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement, Credit Agreement (Aaron's Company, Inc.)
Restrictive Agreements. The Company Credit Parties will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that by its terms prohibits, restricts or imposes any condition upon (a) the ability of any Credit Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its material property or assets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of either Credit Party or any Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent or any Lender created hereunder), or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Guarantor or any other Subsidiary or to Guarantee Indebtedness of the Guarantor or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.6 (or but shall apply to any extension, refinancingrenewal, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the securitization, financing or other transfer of mortgage loans (and/or related rights and interests and servicing assets) owned by the Borrower or any of its Subsidiaries, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary clause (a) of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness obligations permitted by this Agreement (including obligations secured by Liens permitted by Section 6.3(j)) if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtednessobligations, (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, thereof and (xivii) customary provisions restricting assignment or transfer clause (a) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by a Lien any agreement relating to Indebtedness permitted by Section 6.02 with respect hereunder pursuant to subsection 6.2(m) or the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessRAL Receivables Transaction.
Appears in 3 contracts
Samples: 364 Day Credit and Guarantee Agreement (H&r Block Inc), Credit Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Restrictive Agreements. The Company will notNeither Holdings nor the Borrower shall, and will not nor shall they permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon:
(a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien on any Collateral or
(b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings, the Borrower or any other Restricted Subsidiary; provided that that:
(i) the foregoing shall not apply to to:
(iA) prohibitions, restrictions and conditions imposed by law or by this Agreement or any other Loan Document,
(B) restrictions and conditions imposed by the Senior Unsecured Debt Documents that are customary for financing arrangements of that type or any Permitted agreement or document evidencing Refinancing Indebtedness in respect thereof, of the Senior Unsecured Debt Documents permitted under clause (ii) prohibitions, of Section 6.01(a); provided that the restrictions and conditions existing on the Original Closing Date (contained in any such agreement or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is notdocument, taken as a whole, materially more restrictive are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the Senior Unsecured Debt Documents (except for covenants or other provisions to the extent applicable to periods after the Maturity Date),
(C) in the good faith determination case of the Company) than any such restriction or condition), including, but Person that is not limited to prohibitionsa wholly owned Subsidiary, restrictions and conditions imposed by the Existing Senior Notes and its organizational documents or any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, related joint venture or similar agreements; provided that such restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect apply only to such Person and to the Property subject to Equity Interests of such Disposition, Person;
(ivD) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilityRestricted Subsidiary or any assets of Holdings, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any Restricted Subsidiary, in each case pending such sale; provided that such restrictions and conditions apply only to such Restricted Subsidiary or the assets that are to be sold and, in each case, such sale is permitted extensionhereunder,
(E) any encumbrance or restriction under other Indebtedness of Holdings, refinancingthe Borrower and any Restricted Subsidiaries permitted to be incurred pursuant to Section 6.01, replacement provided that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated principal and interest payments hereunder, and
(F) restrictions and conditions existing on the date hereof and identified on Schedule 6.10 (or to any extension or renewal of, or any amendment amendment, modification or modification toreplacement not expanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive condition);
(in the good faith determination ii) clause (a) of the Companyforegoing shall not apply to:
(A) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement clause (vii) or (viii) of Section 6.01(a) if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring assets subject to liens under clause (iv) or Guaranteeing (v) of Section 6.02(a) securing such Indebtedness, ; and
(ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xB) customary provisions in leases and other agreements restricting the assignment or subletting thereof, ; and
(xiiii) customary provisions restricting assignment or transfer clause (b) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or and conditions imposed by any agreement relating to Indebtedness of any Person (other than an Unrestricted Subsidiary) in existence at the time such Person became a Lien Restricted Subsidiary and otherwise permitted by clause (viii) of Section 6.02 with respect to the transfer of the Property subject thereto, (xiv6.01(a) if such restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable conditions apply only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessRestricted Subsidiary.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is not a Loan Party which or are to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment thereof and (vi) the foregoing shall not apply to any stockholder agreement, charter, by-laws or subletting thereof, (xi) customary provisions restricting assignment other organizational documents of Borrower or transfer of any contract entered into Subsidiary as in effect on the ordinary course of business or otherwise date hereof and as amended to the extent permitted hereunder, (xiivii) prohibitionsthe foregoing shall not apply to any Permitted Encumbrances, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (xiiiviii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer clauses (a) and (b) of the Property subject thereto, (xiv) foregoing shall not apply to restrictions on cash pledging joint venture interests included in customary provisions in joint venture agreements or arrangements and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is agreements applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessjoint ventures.
Appears in 3 contracts
Samples: Credit Agreement (Virtusa Corp), Credit Agreement (Virtusa Corp), Credit Agreement (Virtusa Corp)
Restrictive Agreements. The Company (a) Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to the Secured Parties securing the Obligations, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, Senior Subordinated Debt Document or Senior Unsecured Debt Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness and the proceeds thereof, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment or transfer clause (a) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by any agreement related to any Indebtedness incurred by a Lien permitted Subsidiary prior to the date on which such Subsidiary was acquired by Section 6.02 Holdings (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement related to the refinancing of Indebtedness, provided that the terms of any such restrictions or conditions are not materially less favorable to the Lenders than the restrictions or conditions contained in the predecessor agreements and (viii) the foregoing shall not apply to customary provisions in joint venture agreements.
(b) Holdings and the Borrower will not permit Phase II Holdings or any of its subsidiaries to incur or permit to exist any Indebtedness in connection with the Phase II Acquisition that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its scheduled maturity by reason of the occurrence of a Default or Event of Default under this Agreement, unless this Agreement has been amended to include an equivalent event of default upon the occurrence of a default with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 3 contracts
Samples: Credit Agreement (Dex Media East LLC), Credit Agreement (Dex Media East LLC), Credit Agreement (Dex Media Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements relating to a Permitted Receivables Facility(including by way of merger, (vacquisition or consolidation) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of entered into by the Borrower or any permitted extensionSubsidiary solely to the extent in effect pending the consummation of such transaction, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination iii) clause (a) of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and licenses and other contracts restricting the assignment or subletting encumbrance thereof, (xiv) the foregoing shall not apply to (A) customary provisions restricting assignment restrictions and conditions contained in any indenture, agreement, document or transfer instrument governing Permitted Qualifying Indebtedness issued or incurred in compliance with this Agreement, or (B) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any contract entered into Subsidiary existing prior to the consummation of a Permitted Acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of business or otherwise permitted hereundersuch Permitted Acquisition), (xiivi) prohibitionsthe foregoing shall not apply to contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 6.08 to the Disclosure Letter (but shall apply to any extension or renewal of, restrictions or conditions on cash any amendment or other deposits imposed by customers under contracts entered into in modification expanding the ordinary course of businessscope of, any such restriction or condition), (xiiivii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect the foregoing shall not apply to the transfer of the Property subject thereto, customary provisions in joint ventures agreements (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable ) (provided that such provisions apply only to the assets that are the subject of such agreements joint venture and to Equity Interests in such joint venture) and (xviviii) prohibitions, restrictions the foregoing shall not apply to customary net worth provisions or conditions on cash or other deposits imposed by customers under contracts similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course ability of businessthe Borrower and the Subsidiaries to meet their ongoing obligations under the Loan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Informatica Corp), Credit Agreement (Taleo Corp), Credit Agreement (Informatica Corp)
Restrictive Agreements. The Company Borrower will not, and nor will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity InterestsCapital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 7.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to (x) secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness or (y) Indebtedness permitted under Sections 7.01(c), (ixi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate and (j) but only to the property subject thereto, extent that such restrictions are no more onerous on the Borrower and its Subsidiaries than the restrictions contained in (xin the case of any such Subordinated Debt) the 8% Senior Subordinated Note Indenture or (in the case of any other such Indebtedness) the Initial Second Priority Debt Indentures and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 3 contracts
Samples: Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, regulation or any regulatory body or by any Loan Document, (ii) the foregoing shall not apply to restrictions or conditions contained in the Permitted Receivables Facility Documents or in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold in a sale permitted hereunder, (iii) clause (a) of the foregoing shall not apply to (iA) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (xB) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xiC) customary provisions restricting assignment or transfer of security requirements imposed by any contract entered into in the ordinary course of business or otherwise agreement related to Indebtedness permitted hereunderby this Agreement, (xiiD) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into contained in any agreements previously disclosed to the ordinary course of businessLenders as of, and existing on, the date hereof, and (xiiiE) prohibitions, restrictions or conditions imposed by a Lien contained in any Indebtedness permitted by Section 6.02 with respect this Agreement so long as the scope of such restrictions or conditions are not more restrictive than the restrictions and conditions permitted pursuant to the transfer of preceding clause (D) and (iv) the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into foregoing shall not apply to customary provisions in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale joint venture agreements and other similar agreements, which limitation or prohibition is agreements applicable only to the assets that are the subject of joint ventures permitted under Section 6.04 and applicable solely to such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessjoint venture.
Appears in 3 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)
Restrictive Agreements. The Company Parent will not, and will not permit the Borrower or any of its Subsidiaries Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or such Subsidiary Guarantor that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien (other than Liens prohibited under any cable television Franchise agreement relating to the Borrower or any Subsidiary Guarantor) upon any of its property or assets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist any Lien in favor of the Secured Parties created under the Loan Documents), or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or make other distributions with respect to holders any of its Equity Interests; Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any Subsidiary Guarantor, provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofthe Loan Documents, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 7.11 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary or all or substantially all of its assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (viv) agreements the foregoing shall not apply to restrictions or arrangements binding conditions imposed on any Person that becomes a Subsidiary after the Closing Date, provided that (1) such restrictions and conditions exist at the time such Subsidiary Person becomes a Subsidiary and is not created in contemplation of the Borrower or any permitted extensionin connection with such Person becoming a Subsidiary, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement and (2) so long as any such extensionrestriction or condition exists, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementPerson shall be an Excluded Subsidiary, (viv) prohibitions, restrictions and conditions set forth in Indebtedness clause (a) of a Subsidiary that is this Section shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, and (ixvi) clause (a) of this Section shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases agreements restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessagreements.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) the foregoing shall not apply to restrictions and conditions contained in joint venture agreements and other similar agreements or arrangements applicable relating to joint venturesPermitted Unsecured Indebtedness, (viiiv) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvi) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, thereof and (xivii) customary provisions restricting assignment or transfer clause (b) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by the organizational documents of the Taiwan JV or imposed by any formation agreement related to a Lien permitted Joint Venture, including but not limited to the operating agreement or shareholders agreement of any Joint Venture, to the extent that an investment in such Joint Venture is not prohibited by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business6.04.
Appears in 2 contracts
Samples: Credit Agreement (Photronics Inc), Credit Agreement (Photronics Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or of any Subsidiary to Guarantee Indebtedness of the Borrower or any other Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect date hereof identified on Schedule 6.5 to the Property subject Disclosure Letter (and shall apply to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification tomaterially expanding the scope of, any such restrictions or conditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets of the Borrower or any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or arrangement restriction or condition in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as any such extension, refinancing, renewal, amendment or modification is not, take as agreement was not entered into solely in contemplation of such Person becoming a whole, materially more restrictive (in the good faith determination Subsidiary of the Company) than such agreement or arrangementBorrower, (viv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, excluding Indebtedness secured by a blanket lien on, or restrictions or conditions that purport to apply to, all or substantially all of the assets of the Borrower or any Subsidiary, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitionssub-leases and sub-licenses and other contracts restricting the assignment thereof, (viii) the foregoing shall not apply to restrictions or conditions relate only to the property subject theretoset forth in any agreement governing Indebtedness not prohibited by Section 6.02, (x) customary provisions in leases restricting the assignment excluding Indebtedness secured by a blanket lien on, or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash that purport to apply to, all or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer substantially all of the Property subject theretoassets of the Borrower or any Subsidiary; provided that such restrictions and conditions are customary for such Indebtedness, and (xivix) the foregoing shall not apply to restrictions on cash or other deposits or net worth (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Twitter, Inc.)
Restrictive Agreements. The Company IHS will not, and nor will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of IHS or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to IHS or any other Subsidiary or to Guarantee Indebtedness of IHS or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date date hereof identified on Schedule 6.09 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiii) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ; (ixiv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, ; (xiv) customary provisions restricting assignment or transfer clause (a) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, foregoing shall not apply to restrictions or conditions on cash or other deposits imposed by customers under contracts entered into set forth in the ordinary course of business, Permitted Capital Markets Debt Indenture as long as such restrictions or conditions are no more restrictive than those existing on the Effective Date; and (xiiivi) prohibitions, the foregoing shall not apply to restrictions or conditions imposed by a Lien any agreement relating to Indebtedness permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of this Agreement if such agreements and (xvi) prohibitions, restrictions or conditions are no more restrictive than the restrictions and conditions contained herein and would permit IHS and its Subsidiaries to grant Liens to the Administrative Agent for the benefit of the Credit Parties to secure the Obligations (provided the Term Loan Credit Agreement and the 2012 Credit Agreement may contain restrictions of the type described in clause (a) of the foregoing if such restrictions allow the Obligations to be secured as long as the obligations under the Term Loan Credit Agreement and the Permitted Capital Markets Debt Indenture are secured equally and ratably on cash or other deposits imposed by customers under contracts entered into in terms satisfactory to the ordinary course of businessAdministrative Agent).
Appears in 2 contracts
Samples: Credit Agreement (IHS Inc.), Credit Agreement (IHS Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between or among the Borrower and its Restricted Subsidiaries) that prohibits, restricts or imposes any condition upon (a) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its Equity Interests or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or (b) the ability of the Borrower or any Guarantor to create, incur or permit to exist any Lien upon any of its Equity Interestsassets to secure any Obligations; provided that the foregoing shall not apply to (ia) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Restricted Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by law its organizational documents or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofrelated joint venture or similar agreement, (ii) provided that such prohibitions, restrictions and conditions existing on the Original Closing Date (or apply only to such Restricted Subsidiary and to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (Equity Interests in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoSubsidiary, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (ivd) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilityRestricted Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such prohibitions, restrictions and conditions apply only to the Restricted Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vie) prohibitions, restrictions and conditions set forth imposed by agreements relating to Debt of any Restricted Subsidiary in Indebtedness of existence at the time such Restricted Subsidiary became a Subsidiary that is and not a Loan Party which is created in contemplation thereof and otherwise permitted by this AgreementSection 6.01 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), provided that such prohibitions, restrictions and conditions apply only to such Restricted Subsidiary, and (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viiif) prohibitions, restrictions or and conditions imposed by any agreement agreements relating to secured Indebtedness any Debt of the Borrower or a Material Subsidiary permitted by this Agreement if hereunder to the extent, in the good faith judgment of the Borrower, such prohibitions, restrictions or conditions apply only to and conditions, at the Subsidiaries incurring or Guaranteeing time such IndebtednessDebt is incurred, (ix) are on customary provisions in leasesmarket terms for Debt of such type, subleases, licenses, sublicenses or permits so long as the Borrower has determined in good faith that such prohibitions, restrictions or and conditions relate only would not reasonably be expected to impair in any material respect the property subject thereto, (x) customary provisions ability of the Borrower and the other Loan Parties to meet their ongoing obligations under the Loan Documents. Nothing in leases restricting this paragraph shall be deemed to modify the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into requirements set forth in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer definition of the Property subject thereto, (xiv) restrictions on cash term “Collateral and Guarantee Requirement” or other deposits the obligations of the Loan Parties under Sections 5.11 or net worth imposed by customers 5.14 or under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessSecurity Documents.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibitsprohibits or restricts (a) the ability of the Borrower or any Restricted Subsidiary to create, restricts incur or imposes permit to exist any condition Lien upon any of its property or assets to secure the Secured Obligations or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends declare or other distributions with respect to holders of its Equity Interestsmake any Restricted Payment; provided that (A) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law any Requirement of Law, Permitted Encumbrances, the documents governing any Indebtedness of a Loan Party permitted to be incurred pursuant to Section 6.01(h) or (i) or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (iiB) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.08 (or but shall apply to any extension, refinancing, replacement extension or renewal thereof of, or any amendment or modification thereto that is notexpanding the scope of, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but (C) the foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facilitythe Disposition of any assets pending such Disposition, (v) agreements or arrangements binding on a Subsidiary at the time provided such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the assets or Restricted Subsidiary that is not a Loan Party which to be Disposed of and such Disposition is permitted by this Agreementhereunder, (viiD) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions either (1) apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ix2) do not impair in the ability of the Loan Parties or any other Restricted Subsidiary to perform their obligations under this Agreement or the other Loan Documents, and are not materially more burdensome taken as a whole than that those contained under this Agreement or the other Loan Documents, or (3) are customary provisions in restrictions on leases, subleases, licenses, sublicenses licenses or permits asset sale agreements otherwise permitted hereby so long as such prohibitions, restrictions or conditions relate only to the property assets subject thereto, (xE) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xiF) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, and (G) the foregoing shall not apply to customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale joint venture agreements and other similar agreements, which limitation or prohibition is agreements applicable only to the assets that are the subject of joint ventures permitted by Section 6.04 and applicable solely to such agreements joint venture and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Integrated Device Technology Inc), Credit Agreement (Integrated Device Technology Inc)
Restrictive Agreements. The Company Loan Parties will not, and will not permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including any lease of Real Estate) that prohibits, restricts or imposes any condition upon (a) the ability of the Loan Parties or any of their Subsidiaries to create, incur or permit any Lien as security for the Obligations upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor of the REIT Guarantor’s Subsidiaries to pay dividends or other distributions with respect to holders its Capital Stock, to make or repay loans or advances to the REIT Guarantor or any other Subsidiary thereof, to Guarantee Indebtedness of the REIT Guarantor or any other Subsidiary thereof or to transfer any of its Equity Interestsproperty or assets to the REIT Guarantor or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereof, other Loan Document; (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary that is not a Loan Party which sold and such sale is permitted by this Agreement, hereunder; (viiiii) the foregoing shall not apply to restrictions contained in joint venture agreements and other similar agreements or arrangements applicable the leases of Real Estate listed on Schedule 7.8 as in effect as of the Closing Date; (iv) the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness or the Persons liable for such Indebtedness (or Capital Stock of such Persons); (v) clause (a), (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only and to the property subject theretoextent that it relates to a dividend or distribution of the lease or any interest therein, clause (xb) shall not apply to customary provisions in leases restricting the assignment thereof; (vi) the foregoing shall not apply to restrictions contained in Indebtedness permitted pursuant to Section 7.1(e) or subletting (j) to the extent relating to assets or Persons acquired after the Closing Date if such restrictions and conditions apply only to the property or assets securing such Indebtedness; (vii) the foregoing shall not apply to restrictions contained in leases of Real Estate binding upon the tenants thereunder (or guarantors thereof); (viii) the foregoing shall not apply to restrictions contained in any other Indebtedness permitted pursuant to Sections 7.1(d) or (k), to the extent the restrictions thereunder are no more restrictive, in any material respect, taken as a whole, than such restrictions contained herein, taken as a whole; (ix) the foregoing shall not apply to restrictions contained in any other Indebtedness permitted pursuant to Sections 7.1(c), to the extent the restrictions thereunder are no more restrictive, in any material respect, taken as a whole, than such restrictions contained in such Indebtedness on the Closing Date, taken as a whole; (x) the foregoing shall not apply to customary restrictions in joint venture arrangements and management contracts; and (xi) the foregoing shall not apply to customary non- assignment provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash contracts or other deposits imposed by customers customary restrictions arising under licenses and other contracts entered into in the ordinary course of business, (xiii) prohibitions, ; provided that such restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect are limited to the transfer of the Property assets subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements to such licenses and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesscontracts.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Restatement Effective Date identified on Schedule 6.5 (or and shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification tomaterially expanding the scope of, any such restrictions or conditions taken as a whole), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement or arrangement restriction or condition in effect at the time any Person becomes a Restricted Subsidiary, so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementwas not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (viv) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions apply to customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesJoint Ventures, (viiivi) prohibitions, clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixvii) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses sub-leases and sub-licenses and other contracts restricting the assignment thereof or permits so long as restricting the grant of Liens in such prohibitionslease, license, sub-lease, sub-license or other contract, (viii) the foregoing shall not apply to restrictions or conditions relate only to the property subject thereto, (x) set forth in any agreement governing Indebtedness not prohibited by Section 6.2; provided that such restrictions and conditions are customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into for such Indebtedness as determined in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer good faith judgment of the Property subject theretoBoard of Directors, and (xivix) the foregoing shall not apply to restrictions on cash or other deposits or net worth (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Dropbox, Inc.), Revolving Credit and Guaranty Agreement (Dropbox, Inc.)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor or to transfer any of its Equity Interestsproperty or assets to the Borrower or any Subsidiary Guarantor of the Borrower; provided provided, that (i) the foregoing shall not apply to (i) prohibitions, restrictions and or conditions imposed by law or by this Agreement and or any Permitted Refinancing Indebtedness in respect thereofother Loan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on the sale of a Subsidiary at the time Guarantor pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Subsidiary Guarantor that is not a Loan Party which sold and such sale is permitted by this Agreementhereunder, (viiiii) the foregoing shall not apply to restrictions and conditions contained in joint venture agreements and other similar agreements or arrangements applicable to joint venturesthe BNP Agreement until such time as the SNPI Payout is paid in full, (viiiiv) prohibitions, clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or and conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, and (xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer Treasury Credit Agreement.
(d) Article VII of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed Credit Agreement is hereby amended by customers under contracts entered into in adding the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.following Section 7.13:
Appears in 2 contracts
Samples: Treasury Secured Revolving Credit Agreement (NGP Capital Resources CO), Revolving Credit Agreement (NGP Capital Resources CO)
Restrictive Agreements. The Company Borrower will not, and nor will not it permit any of its Subsidiaries to, directly create or indirectly, enter into, incur otherwise cause or permit suffer to exist or become effective, any agreement consensual encumbrance or other arrangement that prohibits, restricts restriction (excluding any such encumbrance or imposes any condition upon restriction under this Agreement) on the ability of any such Subsidiary that is not a Guarantor to (i) pay dividends or make any other distributions with respect to holders on any of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on pay any amounts owing to the Original Closing Date (Borrower or any extensionof its Subsidiaries, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitionsgrant any Liens on any of its assets to secure any of the Obligations under this Agreement, restrictions and conditions arising in connection with except (A) any Disposition permitted by Section 6.10 such encumbrance or restriction with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained granting of Liens imposed by a lessor under any capital lease or by a lender extending purchase money financing in agreements relating to a Permitted Receivables Facility, (v) agreements respect of any asset or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary assets of the Borrower or any permitted extensionSubsidiary, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as such encumbrances or restrictions does not so encumber or restrict any other assets or property of the Borrower or any Subsidiary, (B) any such extension, refinancing, renewal, amendment encumbrance or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions restriction set forth in Permitted Pari Passu Indebtedness, (C) any such existing encumbrances or restrictions in any Indebtedness of a Subsidiary that is permitted pursuant to the terms of Section 6.01, or Indebtedness of the Borrower resulting from the merger or consolidation of another Person into or with the Borrower, which Indebtedness existed at the time of such merger or consolidation and was not a Loan Party which is permitted by this Agreementcreated or incurred in contemplation of such event, (viiD) those encumbrances or restrictions more particularly described in joint venture agreements Schedule 6.07 and (E) any such encumbrance or restriction pursuant to an agreement between the Borrower or its Subsidiary with the Person (other similar agreements or arrangements applicable than any Affiliate of the Borrower) owning the minority of the outstanding Equity Interests in a non-wholly owned Subsidiary of the Borrower requiring the consent of such Person prior to joint venturestaking the actions described in the preceding clauses (i), (viiiii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ixiii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 above with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessnon-wholly owned Subsidiary.
Appears in 2 contracts
Samples: Loan Agreement (Global Payments Inc), Loan Agreement (Global Payments Inc)
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its capital stock or other Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilitySubsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to any restrictions imposed by any agreement governing Indebtedness entered into after the Effective Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than the then customary market terms for Indebtedness of such type (as determined in good faith by the Borrower), so long as the Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the Borrower and its Subsidiaries to (x) make any payments required to be made by it hereunder or under the Guarantee Agreement, (y) become a Loan Party (to the extent so required by Section 5.10), or (z) perform obligations required to be performed by it under the Loan Documents to which it is a party, (iv) clause (a) of this Section 6.08 shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) clause (a) of this Section 6.08 shall not apply to customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or arrangements Equity Interests in, joint ventures provided that such provisions do not restrict the applicable Loan Party from granting the Administrative Agent a Lien on the proceeds of such Loan Party’s interest therein, (vi) clause (a) of this Section 6.08 shall not apply to licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the intellectual property subject thereto) and provided that, with respect to outbound licenses only, which are entered into on or after the Effective Date, each Loan Party shall use its commercially reasonable efforts (as such term is used in Section 1.4 of the Security Agreement) not to enter into any such licenses that prohibit the applicable Loan Party from granting the Liens to the Administrative Agent contemplated by the Loan Documents unless such Loan Party believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type) (it being acknowledged that enforcement of or other exercise of remedies in connection with any such Lien may trigger termination rights of the licensee thereunder), (vii) the foregoing shall not apply to any prohibitions and limitations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower or any permitted extensionSubsidiary, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Subsidiary and apply only to such Subsidiary and provided that any such extension, refinancing, renewal, amendment or modification is not, take as prohibitions and limitations do not prevent the Administrative Agent from acquiring a whole, materially more restrictive (in Lien on the good faith determination assets of such Subsidiary to the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted extent required by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable to joint venturesSection 5.11, (viii) prohibitions, clause (a) of this Section 6.08 shall not apply to any customary restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiiiix) prohibitions, clause (b) of this Section 6.08 shall not apply to any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or conditions imposed by a Lien substantially all of the Capital Stock or assets of such Subsidiary which Disposition is permitted by Section 6.02 6.03, (x) clause (b) of this Section 6.08 shall not apply to any customary net worth provisions contained in real property leases, subleases, licenses or permits entered into by the Borrower or any of its Subsidiaries so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (xi) the foregoing shall not apply to restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to the transfer of the Property subject thereto, (xiv) such Lien restrictions on cash or other deposits or net worth imposed by customers under contracts entered into than those contained in the ordinary course of business, restrictions described in clauses (xva) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvib) prohibitionsof this Section prior to such amendment, restrictions modification, restatement, renewal, increase, supplement, refunding, replacement or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessrefinancing.
Appears in 2 contracts
Samples: Credit Agreement (Marketaxess Holdings Inc), Credit Agreement (Marketaxess Holdings Inc)
Restrictive Agreements. The Company will not, and will not permit Neither the Borrower nor any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of any Credit Party to create or permit to exist any Lien on any of its property or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or to Guarantee Debt of the Borrower or any Restricted Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement any Loan Document or the Transaction Document (as such documents are in effect on the Effective Date, and any Permitted Refinancing Indebtedness as amended or modified thereafter on terms that are not materially less favorable to the Borrower and its Restricted Subsidiaries, taken as a whole, considered in respect thereofthe aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documents), (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date date hereof and identified on Schedule 6.09 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is notexpanding the scope of, taken as a wholeor any extension or renewal of, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Receivables FacilityRestricted Subsidiary or an asset pending such sale, (v) agreements or arrangements binding on a Subsidiary at the time provided that such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the Restricted Subsidiary or such asset that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of this Section shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if on property securing such prohibitions, restrictions or conditions Debt; and (v) clause (a) of this Section shall not apply only to the Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment thereof or subletting thereof, (xi) customary provisions restricting assignment any restrictions imposed pursuant to Specified Coal Agreements or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessMining Leases.
Appears in 2 contracts
Samples: Credit Agreement (Cloud Peak Energy Inc.), Credit Agreement (Cloud Peak Energy Inc.)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by insurance law and related regulations (or imposed by or agreed with any Applicable Insurance Regulatory Authority) or other law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofAgreement, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.09 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness or the Equity Interests of any obligor hereunder, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect any tax sharing, tax allocation or similar tax arrangement or agreement entered into among the Borrower and its Subsidiaries and (vii) the foregoing shall not apply to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth conditions imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation Permitted Tax Incentive Financing Transactions so long as such restrictions or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable conditions apply only to the property or assets that are the subject of securing such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement
Restrictive Agreements. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but foregoing shall not limited apply to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements relating to a Permitted Receivables Facility(including by way of merger, (vacquisition or consolidation) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of entered into by the Borrower or any permitted extensionSubsidiary solely to the extent in effect pending the consummation of such transaction, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination iii) clause (a) of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, (ixiv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and licenses and other contracts restricting the assignment or subletting encumbrance thereof, (xiv) the foregoing shall not apply to restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation of such acquisition), (vi) the foregoing shall not apply to contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 6.09 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) the foregoing shall not apply to customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, joint ventures agreements (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable ) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (viii) the assets foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as the Borrower has determined in good faith that are such net worth provisions could not reasonably be expected to impair the subject ability of such agreements the Borrower and the Subsidiaries to meet their ongoing obligations under the Loan Documents and (xviix) prohibitions, and the foregoing shall not apply to restrictions or conditions on cash or other deposits imposed set forth in any agreement governing Indebtedness not prohibited by customers under contracts entered into in the ordinary course of businessSection 6.01; provided that such restrictions and conditions are customary for such Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Electronic Arts Inc.), Credit Agreement (Electronic Arts Inc.)
Restrictive Agreements. The Company (a) Subject to clauses (b) through (d) below, Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interests; provided that the capital stock or to make or repay loans or advances to Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings or any other Restricted Subsidiary.
(b) The foregoing clause (a) shall not apply to restrictions and conditions (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Loan Document, documentation governing the New Unsecured Notes or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing Indebtedness (provided that such restrictions are not materially more restrictive (as determined in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is notgood faith by Holdings), taken as a whole, materially more restrictive (than those contained in such agreements governing the good faith determination of the Company) than any such restriction or conditionIndebtedness being refinanced), including, but not limited or Indebtedness of a Foreign Subsidiary permitted to prohibitions, be incurred under this Agreement (provided that such restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect theretoshall apply only to such Foreign Subsidiary), (iiiii) prohibitions, restrictions existing on the date hereof identified on Schedule 6.10 (and conditions arising in connection with shall not apply to any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement condition), (iii) contained in agreements relating to the sale of property and/or assets, including the Equity Interests of a Restricted Subsidiary, pending such sale; provided such restrictions and conditions apply only to property and/or assets, including the Equity Interests of a Restricted Subsidiary, that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so long as acquired and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive Consolidated Practice by (in and for the good faith determination of the Companybenefit of) than such agreement or arrangementany Loan Party, (vi) prohibitions, restrictions imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business and conditions set forth in Indebtedness of a Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements favor of Holdings or arrangements applicable any Restricted Subsidiary.
(c) The foregoing clause (a)(i) shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions (i) imposed by any agreement relating to secured Secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness or (ixii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) imposed by customary provisions in leases restricting the assignment or subletting thereof, .
(xid) The foregoing clause (a) shall not apply (x) to customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale joint venture agreements, stock sale partnership agreements, limited liability company agreements and other similar agreements, which limitation relating to purchase options, restrictions on transfer, rights of first refusal or prohibition is applicable only call or similar rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses, sale lease back agreements, stock sale agreements, asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets that are subject thereto.
(e) For purposes of determining compliance with this Section 6.10, (i) the subject priority of such agreements any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (xviii) prohibitions, restrictions the subordination of loans or conditions advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on cash the ability to make loans or other deposits imposed by customers under contracts entered into in the ordinary course of businessadvances.
Appears in 2 contracts
Samples: Credit Agreement (Select Medical Holdings Corp), Credit Agreement (Concentra Group Holdings Parent, Inc.)
Restrictive Agreements. The Company Parent Borrower will not, and will not permit any of its Subsidiaries to, directly Foreign Subsidiary Borrower or indirectly, any Wholly Owned Subsidiary Guarantor to enter into, incur Incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent Borrower or any Subsidiary to create, Incur or permit to exist any Lien upon any of its property, (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any shares of its Equity Interestscapital stock or to make or repay loans or advances to the Parent Borrower or any other Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any other Subsidiary or (c) the ability of any Subsidiary to transfer any of its assets to the Parent Borrower or any other Subsidiary; provided that that:
(i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law law, Permitted Encumbrances, any Loan Document, the Senior Note Indenture, any Subordinated Debt Document or by this Agreement any Other Permitted Debt Document, provided that such restrictions and conditions shall not restrict any Permitted Refinancing Indebtedness in respect Loan Party from complying with the requirements of Section 5.11(b) (without giving effect to clause (i)(C) thereof, );
(ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Effective Date identified on Schedule 6.11 (or any extension, refinancing, replacement or renewal thereof or but shall apply to any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in expanding the good faith determination scope of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, ;
(iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Permitted Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is (or the assets that are) to be sold and such sale is permitted hereunder;
(iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to a Qualified Receivables Facility, Transaction permitted by this Agreement if such restrictions or conditions apply only to the relevant Receivables Entity;
(v) agreements or arrangements binding on clauses (a) and (c) above shall not apply to restrictions and conditions contained in documentation relating to a Subsidiary acquired in a Permitted Acquisition, provided that such restriction or condition (x) existed at the time such Subsidiary becomes Person became a Subsidiary, (y) was not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any and (z) applies only to such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, Subsidiary;
(vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Subsidiary that is the foregoing shall not a Loan Party which is permitted by this Agreement, (vii) restrictions in joint venture agreements and other similar agreements or arrangements applicable apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, ;
(ixvii) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clauses (a) and (c) above shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, ; and
(xiviii) the foregoing shall not apply to customary provisions restricting assignment or transfer of any contract entered into in purchase money obligations for property acquired in the ordinary course of business business, Capital Leases Obligations, industrial revenue bonds or otherwise permitted hereunder, (xii) prohibitionsoperating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, restrictions or conditions on cash or other deposits imposed or net worth required by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash business and joint venture agreements or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable arrangements if such provisions apply only to the assets Person (and the equity interests in such Person) that are is the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessthereof.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than as required pursuant to applicable law) that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity InterestsInterests or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Loan Document or by any document evidencing the Permitted Refinancing Indebtedness in respect thereofPrivate Placement Financing, (ii) prohibitionsthe foregoing shall not apply to customary restrictions on then-market terms for the applicable Indebtedness under any Indebtedness permitted by Section 6.01 (so long as, restrictions and conditions existing on the Original Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination case of the Company) than any such restriction or conditionIndebtedness permitted under Section 6.01(b), including, but not limited to prohibitions, restrictions and the conditions imposed by any such Indebtedness which constitutes extended, renewed or replaced Indebtedness are no more restrictive than the Existing Senior Notes and applicable original Indebtedness) or for any Permitted Refinancing other Indebtedness incurred with respect theretonot prohibited hereunder, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect the foregoing shall not apply to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements the sale of assets or arrangements binding on a Subsidiary at the time pending such Subsidiary becomes a Subsidiary of the Borrower or any permitted extensionsale, refinancing, replacement or renewal of, or any amendment or modification to, any provided such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a apply only to the assets or Subsidiary that is not a Loan Party which are to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such Indebtedness, Indebtedness and (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases and other contracts restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (John Bean Technologies CORP), Credit Agreement (John Bean Technologies CORP)
Restrictive Agreements. The Company Holdings will not, and nor will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to the Secured Parties securing the Obligations, or (b) the ability of any Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders any of its Equity InterestsInterests or to make or repay loans or advances to Holdings or any other Subsidiary or to Guarantee Indebtedness of Holdings or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement and any Permitted Refinancing Indebtedness in respect thereofLoan Document, (ii) prohibitions, the foregoing shall not apply to restrictions and conditions existing on the Original Closing Date identified on Schedule 6.10 (or but shall apply to any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), including, but not limited to prohibitions, restrictions and conditions imposed by the Existing Senior Notes and any Permitted Refinancing Indebtedness incurred with respect thereto, (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.10 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower or any permitted extension, refinancing, replacement extension or renewal of, or any amendment or modification toexpanding the scope of, any such agreement restriction or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangementcondition), (viiii) prohibitions, the foregoing shall not apply to customary restrictions and conditions set forth contained in Indebtedness agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Loan Party which to be sold and such sale is permitted by this Agreementhereunder, (viiiv) restrictions in joint venture agreements and other similar agreements or arrangements applicable clause (a) of the foregoing shall not apply to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring property or Guaranteeing assets securing such IndebtednessIndebtedness and the proceeds thereof, (ixv) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only clause (a) of the foregoing shall not apply to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xivi) customary provisions restricting assignment or transfer clause (a) of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, foregoing shall not apply to restrictions or conditions imposed by any agreement related to any Indebtedness incurred by a Lien permitted by Section 6.02 with respect Subsidiary prior to the transfer date on which such Subsidiary was acquired by Holdings or any of its Subsidiaries (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) clause (a) of the Property subject thereto, (xiv) foregoing shall not apply to restrictions on cash or other deposits or net worth conditions imposed by customers under contracts entered into any agreement related to the refinancing of Indebtedness, provided that the terms of any such restrictions or conditions are not materially less favorable to the Lenders than the restrictions or conditions contained in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such predecessor agreements and (xviviii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into the foregoing shall not apply to customary provisions in the ordinary course of businessjoint venture agreements.
Appears in 2 contracts
Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)
