Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or 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 secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Morgans Hotel Group Co.), Credit Agreement (Morgans Hotel Group Co.)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assets properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Company or any Restricted Subsidiary of the Company; provided, provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by (A) law or by law, (B) by the organizational documents of MJVs to the extent such restrictions only apply to actions by, the assets of, or Equity Interests in, MJVs, (C) by this Agreement or any other Loan Document, (iiD) by the foregoing shall not apply to restrictions and conditions existing on documents governing the date hereof identified Private Placement Debt, (E) by documents listed on Schedule 10.9. 6.08 hereto or (but shall apply to F) by any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition)documents creating a Permitted Encumbrance, (iiiii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iviii) the foregoing clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Domestic 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 such Loan Party or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Domestic Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the any Borrower or any other Domestic Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Domestic Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law any Requirement of Law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Domestic Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Domestic Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to customary restrictions and conditions arising in connection with any sale, transfer, lease or disposition permitted by Section 6.05, (vii) the foregoing shall not apply to restrictions or conditions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 6.02, (viii) the foregoing shall not apply to restrictions or conditions contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and proceeds thereto), and (ix) the foregoing shall not apply to customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements.
Appears in 2 contracts
Sources: Credit Agreement (Sagent Pharmaceuticals, Inc.), Credit Agreement (Sagent Pharmaceuticals, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower any Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien 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, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Administrative Agent on behalf of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions with respect to any of its Equity Interests 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 (A) restrictions and conditions imposed by (A) law or by the Loan Documents, (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), and (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets subsidiary pending such sale, provided that such restrictions and conditions apply only to the its Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (ivii) the foregoing clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Franchise Group, Inc.), Credit Agreement (Liberty Tax, Inc.)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or assets, (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 Subsidiary or (c) the ability of the Borrower or any other Subsidiary to make any Disposition; except for: (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed existing under or by (A) reason of applicable law or (B) any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.09 (but shall apply to not including any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, of any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or 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 secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower and imposes restrictions only on such Person and its assets; (xi) restrictions on cash or other deposits required by suppliers or landlords under contracts entered into in the ordinary course of business; (xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on Foreign Subsidiaries pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary and permitted pursuant to Section 6.06; or (xiii) customary restrictions or conditions pursuant to any Indebtedness incurred pursuant to Section 6.01(s).
Appears in 2 contracts
Sources: Credit Agreement (Flywire Corp), Credit Agreement (Flywire Corp)
Restrictive Agreements. Neither Holdings nor Each of the Borrower willCredit Parties will not, nor and will they not permit any Subsidiary of 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, the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary of their respective Subsidiaries to pay dividends or other distributions with respect to any of its Equity Interests Capital Stock in such Subsidiary or to make or repay loans or advances to the a Borrower or any other Subsidiary of its Subsidiaries or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary, of their respective Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 11.8 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor will they it permit any Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary, other than an Excluded 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 Company or any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure, or (b) the ability of any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to pay dividends Guarantee, the Obligations (or other distributions with respect to the obligations under any of its Equity Interests credit facility that refinances 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, replaces this Agreement); provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, any Loan DocumentDocument or any Permitted Non-ABL Indebtedness, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 10.9. (but shall apply to any extension or renewal of, 5.19 or any amendmentextension, renewal, supplement, amendment or other modification of any thereof or replacement expanding the scope ofany additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition)condition contained therein is not, taken as a whole, more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Effective Date, (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereundersold, (ivd) the foregoing shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual Property, (e) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (vf) clause (a) of the foregoing provisions relating to Liens shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (g) the foregoing shall not apply to restrictions and conditions imposed on Receivables Subsidiaries pursuant to any Specified Receivables Facility.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Victoria's Secret & Co.), Revolving Credit Agreement (Victoria's Secret & Co.)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Holdings, the Borrower such Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 (A) any applicable law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to such assets or the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of its Material 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 (a) the ability of Holdings, the Borrower or any Material Subsidiary to create, incur or permit to exist grant in favor of the Administrative Agent for the benefit of the Lenders any Lien upon any of its property Property or assets assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.05 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property Property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)
Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary 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 (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Global Administrative Agent and/or the Canadian Administrative Agent for the benefit of the Combined Lenders upon any of its property or assets Property, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any of its Equity Interests 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 (A) law or (B) by any Combined Loan Document or any Senior Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 10.9. 7.10 of the U.S. Credit Agreement (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement to or the extent that U.S. Credit Agreement if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property Property or assets of securing such issuer Indebtedness or other obligation, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Storm Cat Energy CORP), Credit Agreement (Forest Oil Corp)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Issuer will not, nor and will they not permit any 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 Issuer or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Issuer or any other Subsidiary or to Guarantee Indebtedness of the Borrower Issuer or any other Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law law, by any Transaction Document, by the Revolving Loan Documentation or (B) any Loan Documentby the Italian Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Issue Date and identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) part (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that Indenture if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause part (a) of the foregoing shall not apply to customary provisions in leases leases, technology licenses, confidentiality agreements and other contracts or agreements restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.
Appears in 2 contracts
Sources: Indenture (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary that is not a Loan Party, 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 such Subsidiary to create, incur make or permit repay loans or advances to exist any Lien upon any of its property Loan Party or assets or (b) the ability of in any Subsidiary material respect to pay dividends or other distributions with respect to any of its Equity Interests to any Loan Party 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, a Loan Party that holds such Equity Interests; provided that (i) that: the foregoing shall not apply to (i) restrictions existing on the Closing Date and set forth on Schedule 6.14 hereto, (ii) restrictions and conditions imposed by (A) law law, rule or (B) any regulation or by this Agreement or other Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets property that is or are to be sold and such sale is permitted hereunderunder this Agreement, (iii) contractual restrictions (otherwise permitted under this Agreement) on the transfer of specific Assets other than cash or Cash Equivalents and restrictions on transfer of deposits and other cash and Cash Equivalents constituting collateral for specific Debt or other obligations pursuant to Liens permitted by Section 6.2, (iv) the foregoing shall restrictions under documentation governing other Debt of Subsidiaries that are not apply Loan Parties permitted to restrictions or conditions imposed by any agreement relating be incurred pursuant to secured Indebtedness permitted by this Agreement to the extent Section 6.1, provided that such Indebtedness restrictions will not materially impair (xas determined by the Borrower in good faith) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only Borrower’s ability to the property or assets of such issuer make principal and interest payments hereunder and (v) clause (a) in the case of any joint venture or special purpose vehicle or other non-wholly-owned Subsidiary of the foregoing shall not apply Borrower, restrictions in such Person’s organizational documents or pursuant to customary provisions in leases any joint venture agreement, stockholders agreements or similar agreement which are applicable only to such Person and other contracts restricting the assignment thereofits Subsidiaries.
Appears in 2 contracts
Sources: Increase Joinder and First Amendment (P10, Inc.), Credit Agreement (P10, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Consolidated Subsidiary that is a Domestic 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 Consolidated Subsidiary that is a Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure, or (b) the ability of any Consolidated Subsidiary that is a Domestic Subsidiary to pay dividends Guarantee, the Obligations (or other distributions with respect to the obligations under any of its Equity Interests credit facility that refinances 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, replaces this Agreement); provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Document, (iib) the foregoing shall not apply to restrictions and conditions existing on February 19, 2009 contained in any of the date hereof instruments, indentures and other agreements identified on Schedule 10.9. (but shall apply to any extension or renewal of, 5.19 or any amendmentextension, renewal, supplement, amendment or other modification of any thereof or replacement expanding the scope ofany additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition)condition contained therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on February 19, 2009, (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereundersold, (ivd) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Partysecured Indebtedness permitted by clause (g) from issuing any Guarantee of Indebtedness or (ySection 5.08) contains negative pledge clauses or other if such restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (ve) clause (a) of the foregoing provisions relating to Liens shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Limited Brands Inc), Amendment and Restatement Agreement (Limited Brands Inc)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, by any Loan Document, or by any Second Lien Document as such Second Lien Document exists as of the Effective Date, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower will, nor will they permit any Subsidiary tonot, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (including the organizational documents of such Person) that prohibits, prohibits or 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 upon, or sell, transfer or otherwise convey all or any part of, any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof hereof, which are to the best of Borrower’s knowledge, identified on Schedule 10.9. 6.06 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Subsidiary or any 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (vi) clause (a) of the foregoing shall not apply to customary provisions in joint venture and partnership agreements, or other organizational documents, with Persons other than Borrower or its Affiliates restricting Liens on property owned thereby or on venture or partnership interests.
Appears in 2 contracts
Sources: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Sponsor will not, nor and will they not permit any 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 Sponsor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired, (b) the ability of any Credit Party to guarantee the Guaranteed Obligations or otherwise be a Credit Party pursuant to the Operative Documents or (c) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guaranty Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrower or any other SubsidiarySponsor; provided, provided however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 6.21 or restrictions or conditions imposed by (A) law or (B) by this Agreement or any Loan other Operative Document, the Revolving Facility or the Senior Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, hereunder and (iviii) the foregoing clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that hereby if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer and Indebtedness.
(vz) clause (a) Article VI of the foregoing Loan Facility Agreement is hereby amended by adding new sections 6.27 and 6.28 at the end thereof which shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.read as follows:
Appears in 2 contracts
Sources: Loan Facility Agreement and Guaranty (Ruby Tuesday Inc), Loan Facility Agreement and Guaranty (Ruby Tuesday Inc)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor or will they permit any 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 Holdings, the Borrower or any Subsidiary such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Subsidiary thereof to pay dividends or other distributions with respect to any shares of its Equity Interests Capital Stock to such Loan Party or to make or repay loans or advances to the Borrower a Loan Party or any other Subsidiary of a Loan Party or to Guarantee guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary, Subsidiary of the Loan Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law Applicable Law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. clause (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iiia) the foregoing shall not apply to customary restrictions and conditions contained in 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 or 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 secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (viii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof, and (iv) clause (a) of the foregoing shall not apply to provisions in the Merger Agreement restricting the ability of the Borrower and LLC to incur or permit to exist Liens on their respective properties or assets. Notwithstanding anything in this SECTION 6.09 to the contrary, the prohibitions, restrictions and impositions of conditions expressly set forth in the Merger Agreement and the Lim Option Agreement shall not be prohibited by this SECTION 6.09; provided that such prohibitions, restrictions and impositions of conditions would not result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (American Apparel, Inc), Credit Agreement (Endeavor Acquisition Corp.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by this Agreement or any of the other Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to or any of the extent that other Loan Documents if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement under which the Indebtedness governed by the Senior Note Documents is refinanced, provided that such restrictions or conditions are not materially more restrictive than those contained in the Senior Note Documents on the date hereof (and, if such agreement does not provide that the Indebtedness created thereunder will be secured by Liens on property or assets of the Borrower or any Subsidiary, such agreement may contain restrictions or conditions limiting Liens on property or assets of the Borrower or any Subsidiary which are not the subject of Liens granted under the Security Agreement and such restrictions or conditions shall not be deemed more onerous than those contained in the Senior Note Documents on the date hereof).
Appears in 2 contracts
Sources: Five Year Credit Agreement (Smithfield Foods Inc), 364 Day Credit Agreement (Smithfield Foods Inc)
Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any 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 Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assets properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or Capital Stock, to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower Holdings or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to Holdings or any Restricted Subsidiary of Holdings; provided, provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by (A) law or (B) by this Agreement, any other Transaction Document, the Loan DocumentFacility 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 material respect than those imposed by the Loan Facility Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iviii) the foregoing Section 7.8(a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (viv) clause (aSection 7.8(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Holdings, the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (including, for the avoidance of doubt, any Material Real Property), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) any applicable law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the assets or Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted not prohibited by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) subject to the requirements set forth in the definition of “Permitted Convertible Notes”, the foregoing shall not apply to any agreement, document or instrument governing Permitted Convertible Notes to the extent the terms thereof permit Liens securing the Secured Obligations in a manner reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Mesa Laboratories Inc /Co/), Credit Agreement (Mesa Laboratories Inc /Co/)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary 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 Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 ; except for: (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed existing under or by (A) reason of applicable law or (B) any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.09 (but shall apply to not including any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, of any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or 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 secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower and imposes restrictions only on such Person and its assets; (xi) restrictions on cash or other deposits required by suppliers or landlords under contracts entered into in the ordinary course of business; or (xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on Foreign Subsidiaries pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary and permitted pursuant to Section 6.06.
Appears in 2 contracts
Sources: Credit Agreement (Medifast Inc), Credit Agreement (Medifast Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willshall not, nor will they and shall not permit any Subsidiary other Obligor 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 Subsidiary Obligor to create, incur or permit to exist any Lien in favour of the Administrative Agent for the benefit of the Secured Parties upon any of its property or assets or assets;
(b) the ability of any Subsidiary Obligor to pay dividends or other distributions with respect to any of Equity Securities or with respect to, or measured by, its Equity Interests profits or to make or repay loans or advances to the Borrower or any other Subsidiary Obligor or to provide a Guarantee of any Indebtedness of the Borrower or any other SubsidiaryObligor;
(c) the ability of any Obligor to make any loan or advance to any other Obligor; or
(d) the ability of any Obligor to sell, lease or transfer any of its property to any other Obligor; provided that (i) the foregoing Section 6.1(11)(a) through (d) shall not apply to restrictions and conditions imposed by (A) law Applicable Law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.1(11) (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions condition apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) the foregoing Section 6.1(11)(a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (v) clause (aSection 6.1(11)(a) of the foregoing shall not apply to customary provisions in leases and other ordinary course contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Pretium Resources Inc.), Credit Agreement (Pretium Resources Inc.)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Holdings, the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) for the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness benefit of the Borrower or any other Subsidiary, Secured Parties under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, by any Loan Document, by the Permitted Senior Facilities Documents or by the Senior Subordinated Notes Documents (or any extensions, renewals, refinancings, refunding or replacements of the Senior Subordinated Notes Documents permitted under Section 6.01), (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof identified on Schedule 10.9. 6.10 and (but shall apply B) to the extent any extension such restrictions or renewal ofconditions permitted by clause (A) is set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension, refunding, replacement or any amendmentrefinancing of such Indebtedness so long as such renewal, modification extension, refunding, replacement or replacement expanding refinancing does not expand the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or 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 a Permitted Acquisition 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) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (vvi) clause (a) of 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 restricting subletting or assignment of any lease governing a leasehold interest or (C) customary provisions restricting assignment of any agreement entered into in leases the ordinary course of business and (vii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness of a Subsidiary that is not a Loan Party that is permitted by Section 6.01 or to any cash or other contracts restricting the assignment thereofdeposits permitted by Section 6.02.
Appears in 2 contracts
Sources: Credit Agreement (Nexeo Solutions Holdings, LLC), Credit Agreement (Nexeo Solutions Finance Corp)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Company 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 to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that that
(i) the foregoing shall not apply to to:
(A) 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 governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) law or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not less favorable in any Loan Document, material respect to the Lenders than the restrictions and conditions imposed by this Agreement;
(iiC) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to 6.11, and restrictions and conditions contained in any agreement evidencing any renewal, extension or renewal ofrefinancing permitted hereunder of any agreement identified on Schedule 6.11 so long as such renewal, extension or refinancing does not expand the scope of such restrictions or conditions;
(D) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any amendmentrelated joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary;
(E) restrictions imposed by any agreement governing Indebtedness incurred by any Loan Party or any Subsidiary after the Effective Date and permitted under Section 6.01 that are, modification taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or replacement expanding the scope of, any such restriction or condition), Subsidiary than those contained in this Agreement;
(iiiF) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other Disposition of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such saletransaction; provided that, provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and sold, leased or otherwise transferred and, in each case, such sale transaction is permitted hereunder, ;
(ivG) restrictions relating to assets encumbered by a Lien permitted by Section 6.02;
(H) [reserved];
(I) restrictions imposed by any agreement governing Indebtedness of a Subsidiary which is not a Loan Party to the foregoing extent such Indebtedness is permitted by Section 6.01; and
(J) restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and
(ii) clause (a) of this Section 6.11 shall not apply to to:
(A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that clause (f), (g), (h), (j), (k), (m) and (n) of Section 6.01 if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer and Indebtedness;
(vB) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses and other contracts agreements restricting the assignment thereof; and
(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(g); provided that such restrictions apply only to such Subsidiary and its assets (or any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger). Nothing in this Section 6.11 shall be deemed to modify the obligations of the Loan Parties under Section 5.14 or under the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Winnebago Industries Inc), Credit Agreement (Winnebago Industries Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Consolidated Subsidiary that is a Domestic 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 Consolidated Subsidiary that is a Domestic Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure, or (b) the ability of any Consolidated Subsidiary that is a Domestic Subsidiary to pay dividends Guarantee, the Obligations (or other distributions with respect to the obligations under any of its Equity Interests credit facility that refinances 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, replaces this Agreement); provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Document, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 10.9. (but shall apply to any extension or renewal of, 5.19 or any amendmentextension, renewal, supplement, amendment or other modification of any thereof or replacement expanding the scope ofany additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition)condition contained therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Restatement Effective Date, (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereundersold, (ivd) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Partysecured Indebtedness permitted by clause (g) from issuing any Guarantee of Indebtedness or (ySection 5.08) contains negative pledge clauses or other if such restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (ve) clause (a) of the foregoing provisions relating to Liens shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Limited Brands Inc), Amendment and Restatement Agreement (Limited Brands Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) 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 (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 (bii) the ability of any Subsidiary to pay dividends or make other distributions with respect to any of its Equity Interests 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 (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any by the Loan DocumentDocuments, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivd) the foregoing clause (i) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Restrictive Agreements. Neither Holdings nor the The U.S. Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) clause (a) of the foregoing shall not apply to restrictions and conditions contained in any Indebtedness in excess of $25,000,000 in aggregate amount and permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Subsidiary of the Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any agreement “negative pledge” covenant or other similar agreement, restriction or arrangement otherwise named that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the a Borrower or any Subsidiary of its Material Subsidiaries to create, incur or permit suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of a Borrower or any Subsidiary of Material Subsidiaries to pay dividends or make any other distributions with respect to on its capital stock or any other interest or participation in its profits owned by a Borrower or any of its Equity Interests Material Subsidiaries, or pay any Indebtedness owed to a Borrower, or any of its Material Subsidiaries, or to make or repay loans or advances to the a Borrower or any other Subsidiary of its Material Subsidiaries, or transfer any of its property or assets to Guarantee Indebtedness of the Borrower a Borrower, or any other Subsidiaryof its Material Subsidiaries, provided that except for such restrictions existing under or by reason of (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentapplicable law, (ii) this Agreement and the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition)other Credit Documents, (iii) the foregoing shall not apply to customary restrictions and conditions contained provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) provisions in any agreement or agreements (including, without limitation, licenses, leases, agreements relating to the purchase or sale of a Subsidiary any property, agreements relating to providing or obtaining any services) prohibiting or limiting the right to assign or transfer such agreement(s) or any rights therein, (v) customary provisions restricting the transfer or further encumbering of assets pending such sale, provided subject to Liens that such are permitted under section 11.3(b) or (c) from the restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderprohibitions otherwise contained in section 11.3, (ivvi) the foregoing shall not apply to customary restrictions or conditions imposed by affecting only a Material Subsidiary under any agreement relating or instrument governing any of the Indebtedness of a Material Subsidiary permitted pursuant to secured section 11.4, excluding any restriction on dividends or distributions to its stockholders, members or other equity holders (vii) restrictions affecting any Foreign Subsidiary under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to section 11.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, excluding any restriction on dividends or distributions to its stockholders, (viii) any Lien permitted by this Agreement section 11.3, (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to the extent that such Indebtedness any other person, and (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only pursuant to the property or assets of such issuer Qualified Receivables Sale Agreement and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofQualified Receivables Purchase Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Genlyte Group Inc), Credit Agreement (Genlyte Group Inc)
Restrictive Agreements. Neither Holdings nor None of Holdings, the Borrower or any other Subsidiary will, nor will they permit any 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 to create, incur or permit to exist any Lien upon any of its property or assets to secure any Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdings, the Borrower or any other Subsidiary or to Guarantee Indebtedness of Holdings, the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by (A) law Requirements of Law or (B) by any Loan Document, (B) restrictions and conditions existing on the First Refinancing Facility Agreement Effective Date identified on Schedule 6.10 to the Disclosure Letter and, if such agreement or other arrangement is renewed, extended or refinanced, restrictions and conditions in the agreements or arrangements governing the renewed, extended or refinancing arrangement if such restrictions and conditions are no more restrictive than those contained in the agreements or arrangements governing the arrangement being renewed, extended or refinanced, and (C) in the case of any joint venture or Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such joint venture or Subsidiary and to any Equity Interests in such joint venture or Subsidiary, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (v) of Section 6.01(a) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases, licensing agreements and conditions existing on other agreements restricting the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition)assignment thereof, (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale Disposition of any asset, or all or substantially all of the Equity Interests or assets of any Subsidiary, or a Subsidiary business unit, division, product line or any assets line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to such asset, or such assets or Equity Interests of the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business, that is or are to be sold Disposed of and such sale Disposition is permitted hereunder, (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by clause (vi) of Section 6.01(a), and, if such Indebtedness is renewed, extended or refinanced, restrictions and conditions in the agreements governing the renewed, extended or refinancing Indebtedness if such restrictions and conditions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced, provided that such restrictions and conditions apply only to such Subsidiary, and (C) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01(a), and, if such Indebtedness is renewed, extended or refinanced, restrictions and conditions in the agreements governing the renewed, extended or refinancing Indebtedness if such restrictions and conditions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced, provided that such restrictions and conditions apply only to Foreign Subsidiaries, (iv) the foregoing shall not apply to any negative pledges or restrictions or conditions imposed by on Liens in favor of any agreement relating to secured holder of Indebtedness permitted by this Agreement under Section 6.01 but solely to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses relates to the property financed by or other the subject of such Indebtedness, (v) the foregoing shall not apply to customary restrictions contained in leases, subleases, or conditions applicable licenses otherwise permitted hereby so long as such restrictions relate only to the property or assets of such issuer and subject thereto, (vvi) clause (a) of the foregoing shall not apply to customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any Subsidiary and (vii) the foregoing shall not apply to restrictions imposed by any agreement governing Indebtedness entered into after the Original Effective Date and permitted under Section 6.01 that are, taken as a whole, in leases the good faith judgment of the Borrower, no more restrictive with respect to Holdings, the Borrower or any Subsidiary than those contained in this Agreement, so long as (A) the Borrower shall have determined in good faith that such restrictions will not affect (x) the ability of any Subsidiary (other than the Borrower) to pay dividends or make other distributions with respect to its Equity Interests, (y) its or any other Subsidiary’s obligation or ability to make any payments required hereunder or (z) its or any other Subsidiary’s ability to Guarantee the Obligations (to the extent required by the Loan Documents), and other contracts restricting (B) the assignment thereofLiens securing the Obligations are permitted thereby. 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, 5.04 or 5.12 or under the Security Documents.
Appears in 2 contracts
Sources: Refinancing Facility Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) any Requirement of Law, any Loan Document or any Alternative Financing Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to restrictions imposed by any agreement governing Indebtedness entered into after the Restatement Effective Date and permitted under Section 6.01(l), provided that such restrictions (x) taken as a whole, in the good faith judgment of the Borrower, are no more restrictive with respect to the 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 Loan Parties (A) to make any payments required to be paid by the Loan Parties with respect to the Obligations or (B) to grant Liens on the Collateral in favor of the Administrative Agent, (vii) the foregoing shall not apply to limitations and restrictions set forth in any Alternative Financing Document and (viii) the foregoing shall not apply to limitations and restrictions set forth in the documentation evidencing the Qualified IRB LC Obligations.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (TimkenSteel Corp)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor will they it permit any Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary, other than an Excluded 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 Company or any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure, or (b) the ability of any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to pay dividends Guarantee, the Obligations (or other distributions with respect to the obligations under any of its Equity Interests credit facility that refinances 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, replaces this Agreement); provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, any Loan DocumentDocument or any Permitted Non-ABL Indebtedness, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 10.9. (but shall apply to any extension or renewal of, 5.19 or any amendmentextension, renewal, supplement, amendment or other modification of any thereof or replacement expanding the scope ofany additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition)condition contained therein is not, taken as a whole, more restrictive in any material [[6065579]] respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Effective Date, (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereundersold, (ivd) the foregoing shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual Property, (e) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (vf) clause (a) of the foregoing provisions relating to Liens shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (g) the foregoing shall not apply to restrictions and conditions imposed on Receivables Subsidiaries pursuant to any Specified Receivables Facility.
Appears in 1 contract
Sources: Revolving Credit Agreement (Victoria's Secret & Co.)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Guarantor will not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower Guarantor or any of its Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Guarantor or any of its Subsidiaries or to guaranty any Debt of the Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryGuarantor; provided, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby the Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 10.15 of the Credit Agreement (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this the Credit Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Debt, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Guaranty (Navteq Corp)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, other than any asset or property that is subject to a Permitted Encumbrance Lien permitted by Section 6.02 solely to the extent any agreement or other arrangement creating, evidencing or governing such Permitted Encumbrance Lien contains such prohibition, restriction or imposition or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law any Requirement of Law, any Organizational Document of a Loan Party or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) clause (b) of the foregoing shall not apply to customary provisions in any agreement relating to Permitted Acquisition Debt that is no more restrictive or burdensome than the comparable provision in this Agreement as determined in good faith by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Cactus, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower will, nor will they not and will not permit any 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 Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.11 (but shall apply to any extension extension, renewal, amendment or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions imposed by any agreement relating to Indebtedness of a Foreign Subsidiary that applies only to such Foreign 103 Subsidiary and its assets.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Sponsor will not, nor and will they not permit any 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 Sponsor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assets properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or Capital Stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrower or any other SubsidiarySponsor; provided, provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by (A) law or by this Agreement, any other Transaction Document, the Note Agreements (B) or in any Loan Documentother note purchase agreement entered into in connection with any Private Placement Debt permitted to be incurred hereunder or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the debt evidenced by the Note Agreements or the Credit Documents, so long as the restrictions and conditions in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the Note Agreements or the Credit Documents), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iviii) the foregoing Section 8.8(a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (viv) clause (aSection 8.8(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (v) Section 8.8(a) and Section 8.8(b) shall not apply to restrictions or conditions imposed by the Dent-A-Med Credit Agreement (in the case of Section 8.8(a), solely if such restrictions and conditions apply only to the property or assets securing such Indebtedness).
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Subsidiary 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 Holdings, the Borrower or any and its Subsidiary Guarantors 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 Loan Party to pay dividends or other distributions with respect to any of its Equity Interests 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 clauses (a) and (b) shall not apply to any such restrictions and conditions imposed by that (Ai)(x) law or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing exist on the date hereof identified hereofEffective Date and (to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 10.9. 6.08 and (but shall apply to y) any renewal or extension or renewal of, of a restriction permitted by clause (i)(x) or any amendment, modification agreement evidencing such restriction so long as such renewal or replacement expanding extension does not expand the scope ofof such restrictions, taken as a whole, in any material respect, (ii)(x) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary and (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or condition)extension does not expand the scope of such restrictions, taken as a whole, in any material respect, (iii) the foregoing shall not apply to customary restrictions and conditions contained are in agreements relating to the sale connection with Indebtedness of a Subsidiary or any assets pending such salethat is not a Loan Party that is permitted by Section 6.01, provided that such restrictions will not materially affect the Borrower’s ability to pay the Loan DocumentationDocument Obligations as they become due, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are customary provisions in joint venture agreements and conditions apply other similar agreements applicable to joint ventures 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) are customary restrictions contained in leases, subleases, or licenses otherwise permitted hereby so long as such restrictions relate only to the Subsidiary assets subject thereto, (ix) are customary provisions restricting subletting or assets that is assignment of any lease governing a leasehold interest of the Borrower and its Subsidiaries, (xi) are customary provisions restricting assignment of any license, lease or are to be sold other agreement entered into in the ordinary course of business and such sale is otherwise permitted hereunder, (ivxii) the foregoing shall not apply to are restrictions on cash (or conditions Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments or deposits); (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any agreement relating to secured Indebtedness permitted by this Agreement to of its Subsidiaries, so long as the extent Borrower has determined in good faith that such Indebtedness (x) prohibits net worth provisions could not reasonably be expected to *Confidential Treatment Requested. Omitted portions filed with the issuer thereof (other than a Commission. impair the ability of the Loan Party) from issuing any Guarantee of Indebtedness Parties and their subsidiaries to meet their ongoing obligations or (yxiv) contains negative pledge clauses or other restrictions or conditions applicable only to the are imposed on property or assets created or acquired after the Effective Date and co-owned by Borrower and one or more third parties that are not Subsidiaries of such issuer and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.Borrower
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any 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 Parent Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law law, by the Senior Unsecured Credit Agreement or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by (A) any agreement relating to secured Indebtedness permitted by this Credit Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness or (B) any Senior Notes Documents and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any 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 any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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, Subsidiary or to transfer property to the Borrower or any of its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to:
(i) conditions imposed by (A) law law, regulation, court order, rule or (B) decree or by any Loan Document, ;
(ii) clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the foregoing asset encumbered by such Permitted Lien;
(iii) clause (a) shall not apply to restrictions and conditions existing on the date hereof Effective Date not otherwise excepted from this Section 6.09 identified on Schedule 10.9. 6.09 (but shall not apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition);
(iv) restrictions contained in the Subordinated Notes Documents, any other Subordinated Debt Document or any Permitted Unsecured Debt Documents so long as not materially more restrictive in the aggregate than the Subordinated Notes Documents;
(iiiv) any agreement in effect at the foregoing shall time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not apply to entered into in contemplation of such Person becoming a Subsidiary;
(vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any the assets of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is to be sold (or whose assets are to be sold sold) and such sale is permitted hereunder, ;
(iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (vvii) clause (a) shall not apply to Indebtedness of Non-U.S. Subsidiaries permitted by Section 6.01(a)(vii) so long as such Indebtedness does not restrict any Lien securing any of the foregoing Loan Documents; and
(viii) clause (a) shall not apply to customary provisions in leases and service contracts in the ordinary course of business between the Borrower and its customers and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company shall not, nor will they and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower Company 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 Subsidiary Guarantor to pay dividends or make other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any Subsidiary Guarantor, other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, provided that than (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) contained in any Loan Document, (ii) restrictions and conditions contained in the foregoing shall 2013 Note Indenture, the 2021 Subsidiary Note Indenture or the Existing Credit Agreement, in each case, as in effect on the Effective Date, or in definitive documents evidencing or governing any other Indebtedness of the Company or any Subsidiary, provided that such restrictions and conditions contained in definitive documents evidencing or governing any such other Indebtedness are not apply materially less favorable to the interests of the Lenders than the restrictions and conditions contained in the 2013 Note Indenture or the Existing Credit Agreement, in each case, as in effect on the Effective Date, (iii) restrictions and conditions existing on the date hereof Effective Date and identified on Schedule 10.9. 6.05 and amendments, extensions and renewals thereof (but shall apply to including any such extension or renewal ofarising as a result of an extension, renewal or refinancing of any amendment, modification or replacement expanding the scope of, any Indebtedness containing such restriction or condition), (iii) provided, in each case, that the foregoing scope of any such restriction or condition shall not apply to have been expanded as a result thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets a line of business or a division, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or assets the line of business or a division, that is or are to be sold and such sale is permitted hereunder, (ivv) restrictions and conditions contained in agreements evidencing or governing Indebtedness of Subsidiaries that are not Subsidiary Guarantors permitted by Section 6.01, provided that such prohibitions or restrictions apply only to Subsidiaries that are not Subsidiary Guarantors issuing or incurring such Indebtedness and their subsidiaries or any guarantor thereof, in each case, that are Subsidiaries that are not Subsidiary Guarantors, (vi) restrictions and conditions imposed on a Subsidiary (and any of its subsidiaries) and existing at the foregoing time it became a Subsidiary, if such restrictions and conditions were not created in connection with or in anticipation of the transaction or series or transactions pursuant to which such it became a Subsidiary and only to the extent applying to such Subsidiary and its subsidiaries, and amendments, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such prohibition or restriction), provided, in each case, that the scope of any such prohibition or restriction shall not apply to have been expanded as a result thereof, (vii) in the case of any Subsidiary that is not a wholly owned Subsidiary or the Capital Securities in any Person that is not a Subsidiary, restrictions or and conditions imposed by the organizational documents of such Subsidiary or such other Person or any agreement relating related joint venture, shareholders’ or similar agreement, provided, in each case, that such restrictions and conditions apply only to secured Indebtedness permitted by this Agreement such Subsidiary and to any Capital Securities in such Subsidiary or to the extent Capital Securities in such other Person, as applicable, (viii) restrictions and conditions under arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with government grants, financial aid, subsidies, tax holidays or other similar benefits or economic incentives, provided that such Indebtedness restrictions and conditions apply only to such Foreign Subsidiary and its subsidiaries, (ix) restrictions and conditions existing under or by reason of any applicable law or any applicable rule, regulation, order, license, permit, grant or similar restriction, (x) prohibits in the issuer thereof (other than a Loan Party) from issuing any Guarantee case of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) above, restrictions and conditions contained in agreements evidencing or governing Indebtedness or other obligations secured by Liens permitted by Sections 6.02(b)(ii), 6.02(g), 6.02(h), 6.02(p), 6.02(q), 6.02(r), 6.02(s), 6.02(u) and 6.02(x), in each case, if such restrictions or conditions apply only to the assets subject to such Liens, (xi) in the case of the foregoing shall not apply to clause (a) above, customary provisions in leases and other contracts restricting the assignment thereofthereof and customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property, (xii) restrictions on cash or deposits or net worth imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (xiii) restrictions and conditions in any agreement or instrument evidencing or governing any other Indebtedness of the Company or any Subsidiary, provided that (A) in the good faith judgment the Company, such restrictions and conditions are on customary market terms for Indebtedness of such type and such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Company and the other Loan Parties to comply with their obligations under the Loan Documents and (B) if such restrictions and conditions restrict Liens on all or substantially all of the assets of the Company and Designated Subsidiaries, the applicable agreements shall not restrict the Company and the Designated Subsidiaries from creating, incurring or permitting to exist Liens upon any of their assets to secure any Obligations so long as the aggregate principal amount of any Indebtedness so secured does not, at any time, exceed the amount equal to the sum of the aggregate amount of the Commitments in effect at such time and the aggregate principal amount of the Loans outstanding at such time and (xiv) in connection with any Securitization Transaction, restrictions and conditions imposed on the Securitization Receivables subject thereto, any Securitization Subsidiary, the Capital Securities in or assets of any Securitization Subsidiary or any assets ancillary to any of the foregoing.
Appears in 1 contract
Sources: Term Credit Agreement (Westinghouse Air Brake Technologies Corp)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee guaranty Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by this Agreement or by the Note Purchase Agreement (B) any Loan Documentas in effect on November 30, 2009), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary (i) to pay dividends or other distributions with respect to any shares of its Equity Interests or capital stock, (ii) to make or repay loans or advances to the Borrower or any other Subsidiary or (iii) to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.06 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to restrictions and conditions which (A) are not in agreements in respect of Indebtedness for borrowed money in excess of $5,000,000 for each such agreement and (B) are existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of the Business or any Person that becomes a Subsidiary after the date hereof but prior to the time such Person becomes a Subsidiary and (vii) clauses (b)(i) and (ii) of the foregoing shall not apply to prohibitions, restrictions or conditions imposed solely for the benefit of the Borrower and/or any Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries with respect to (A) dividends or distributions being paid or made to the Borrower and/or any Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries by a Wholly-Owned Subsidiary or (B) making or repaying loans or advances to the Borrower or any other Subsidiary.”
Appears in 1 contract
Sources: Revolving Credit Agreement (Corn Products International Inc)
Restrictive Agreements. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary 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 (a) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Global Administrative Agent and/or the Canadian Administrative Agent for the benefit of the Combined Lenders upon any of its property or assets Property, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any of its Equity Interests 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 (A) law or (B) by any Combined Loan Document or any Senior Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property Property or assets of securing such issuer Indebtedness or other obligation, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Existing Credit Agreement Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) the foregoing shall not apply to restrictions and conditions imposed by the Argo-Tech Notes Documents provided that the restrictions and conditions imposed by the Argo-Tech Notes Documents shall be no more restrictive than the restrictions and conditions contained in the Senior Subordinated Notes and (vii) the foregoing shall not apply to restrictions on dividends under the Holdings Preferred Stock.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Argo Tech Corp)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary of its 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 Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 Subsidiary (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed existing under or by (A) reason of applicable law or (B) any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.09 hereto (but shall apply to not including any extension or renewal of, or any amendment, amendment or modification or replacement materially expanding the scope of, of any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or 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 secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness; (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.thereof or restricting the grant of Liens in such lease or other contract; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or merger agreements or acquisition agreements, asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower and imposes restrictions only on such Person and its assets; (xi) restrictions on cash or other deposits (including escrowed
Appears in 1 contract
Sources: Credit Agreement (Quinstreet, Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien (other than Liens prohibited under cable television franchise agreements) 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 (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any by the Loan DocumentDocuments, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement Date and identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivd) the foregoing clause (i) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary of 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 Holdings, the Borrower such Loan Party or any Subsidiary of the Subsidiaries 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 to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions imposed on the Loan Parties existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to the IP Secured Financing to the extent approved by the Administrative Agent in accordance with such defined term, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, ; provided further 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, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Parent Borrower willwill not, ----------------------- nor will they it permit any 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 Parent Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Parent Borrower or 118 any other Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to -------- restrictions and conditions imposed by (A) law or (B) by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Armkel LLC)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 (a) 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 to secure the Secured Obligations, or (b) the ability of any Restricted Subsidiary to pay declare or make dividends or distributions (whether in cash, securities or other distributions with respect property) ratably to any holders of its Equity Interests 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 in such Restricted Subsidiary, ; provided that (iA) the foregoing shall not apply to prohibitions, restrictions and conditions imposed by any Requirement of Law, Permitted Encumbrances, any subordinated Indebtedness, the documents governing any Liens permitted to be incurred pursuant to Section 6.02(j), the documents governing any Indebtedness permitted to be incurred pursuant to Section 6.01(c), (Af) law or (Bg) or by any Loan Document, (iiB) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.08 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiiC) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale Disposition of a Subsidiary or any assets pending such saleDisposition, provided that such prohibitions, restrictions and conditions apply only to the assets or Restricted Subsidiary or assets that is or are to be sold Disposed of and such sale Disposition is permitted hereunder, (ivD) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable either (1) apply only to the property or assets securing such Indebtedness, (2) do not impair the ability of the Loan Parties 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 restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (E) the foregoing shall not apply to customary provisions contained in leases, subleases, licenses and sublicenses and other contracts restricting the assignment, subletting or encumbrance thereof, customary net worth provisions or similar financial maintenance provisions contained therein and other customary provisions contained in leases, subleases, licenses and sublicenses and other contracts entered into in the ordinary course of business, (F) the foregoing shall not apply to prohibitions, restrictions and conditions that 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 issuer and Person becoming a Restricted Subsidiary, (vG) clause (a) of the foregoing shall not apply to customary provisions in leases joint venture agreements and other contracts restricting similar agreements applicable to Joint Ventures permitted by Section 6.04 and applicable solely to such Joint Venture and entered into in the assignment thereofordinary course of business; and (H) customary restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests.
Appears in 1 contract
Sources: Credit Agreement (Shutterfly Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests 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 (A) restrictions and conditions imposed by (A) law or (B) by any Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to 6.08 and any extension amendments or renewal of, or any amendment, modification or replacement modifications thereof that do not materially expanding the scope of, of any such restriction or condition)condition taken as a whole, (iiiC) restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the foregoing shall time such Restricted Subsidiary became a Restricted Subsidiary and any amendments or modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (D) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (ivE) 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 (A), (B), (C), (J) or (K) of this Section 6.08, provided that such amendments or refinancings do not materially expand the scope of any such restriction or condition, (F) [Reserved], (G) any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any JV Subsidiary that is formed or acquired after the Effective Date, (H) customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted by Section 6.03 pending the consummation of such Disposition, (I) restrictions in the transfers of assets encumbered by a Lien permitted by Section 6.02, (J) restrictions or conditions set forth in the 2008 Subordinated Convertible Notes, the 2010 Senior Notes, the Existing Target Notes, the Senior Notes and the Bridge Facility (K) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01 (including any Permitted Pari Passu Secured Refinancing Debt, any Permitted Junior Secured Refinancing Debt and any Permitted Unsecured Refinancing Debt); provided that such restrictions and conditions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the board of directors of the Borrower, (L) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (M) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business; and (ii) clause (a) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v2) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting agreements entered into in the assignment thereofordinary course of business.
Appears in 1 contract
Sources: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any 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 any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary, Subsidiary or to transfer property to the Borrowers or any of the Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to:
(i) conditions imposed by law (Aincluding orders of the ICC, PPUC or TPUC) law or (B) by any Loan Document, ;
(ii) the foregoing clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien;
(iii) restrictions and conditions existing on the date hereof of this Agreement not otherwise excepted from this Section 6.09 identified on Schedule 10.9. 6.09 (but shall not apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), ;
(iiiiv) restrictions contained in the foregoing shall Senior Note Documents or any other agreements governing indebtedness so long as not apply to more restrictive than the Senior Note Documents;
(v) any agreement in effect at the time any Person becomes a Subsidiary of a Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;
(vi) customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, ; and
(iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (vvii) clause (a) of the foregoing shall not apply to customary provisions in leases and contracts in the ordinary course of business between the Borrowers and their Subsidiaries and their customers and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor ----------------------- will they it permit any 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document, Subordinated Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 Collateral or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other 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)(x) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal 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, taken as a whole, in any material respect, (ii)(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 (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, taken as a whole, in any material respect, (iii) represent, or are otherwise set forth in any agreement or instrument in respect of, Indebtedness that is permitted by Section 6.01 or a Lien that is permitted by Section 6.02, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures 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) are customary restrictions contained in leases, subleases, or licenses otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any other Restricted Subsidiary, provided that (ix) are customary provisions restricting assignment of any license, lease or other agreement entered into in the foregoing shall not apply to restrictions ordinary course of business and conditions imposed by (A) law or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is otherwise permitted hereunder, (ivxi) the foregoing shall not apply to are restrictions on cash (or conditions Permitted Investments) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances or other Liens permitted under Section 6.02 on such cash or Permitted Investments or deposits) or (xii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any agreement relating to secured Indebtedness permitted by this Agreement to Restricted Subsidiary, so long as the extent Borrower has determined in good faith that such Indebtedness (x) prohibits net worth provisions could not reasonably be expected to impair the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) ability of the foregoing shall not apply Loan Parties and their subsidiaries to customary provisions in leases and other contracts restricting the assignment thereofmeet their ongoing obligations.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of its subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, by any Loan Document or by any Senior Secured Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 the assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, intellectual property licenses and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any Indebtedness of a Subsidiary permitted by Section 6.01(i), (vii) clauses (a) and (b) of the foregoing shall not apply to any subordinated Indebtedness of Holdings or the Parent Borrower permitted hereby and (viii) clauses (a) and (b) of the foregoing shall not apply to restrictions on net worth or cash or other deposits imposed by customers, suppliers or landlords under contracts entered into by the Parent Borrower or any Subsidiary in its ordinary course of business.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan DocumentDocument or the Senior Notes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement materially expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment assignment, subletting, licensing or encumbering thereof, (vi) restrictions which 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, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture entered into in the ordinary course of business and (ix) any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such agreements identified in clauses (i) - (viii) so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Us Concrete Inc)
Restrictive Agreements. Neither Holdings nor (a) Subject to clauses (b) through (e) below, the Borrower willwill not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon (ai) 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 securing the Obligations or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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 Subsidiary, provided that Obligations.
(ib) the foregoing Section 6.10(a) shall not apply to restrictions and conditions (i) imposed by (A) law or (B) any regulatory authority or by any Loan Document, the Senior Secured Notes Documents, the Exchangeable PIK Notes Documents, the Existing Notes Documents or any document governing Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such Foreign Subsidiary), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension extension, renewal, amendment or renewal ofmodification, or any amendment, modification or replacement but only to the extent expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets other asset pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets asset that is or are to be sold and such sale is permitted hereunder, (iv) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business, (v) imposed by any instrument or agreement governing Indebtedness of a Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any such Person, other than the Person or any of its Subsidiaries, so acquired (provided that such Indebtedness was permitted by Section 6.01 to be incurred), (vi) imposed by any instrument or agreement governing Indebtedness (x) of any Foreign Subsidiary and (y) of the Borrower or any Restricted Subsidiary that is incurred or issued subsequent to the Effective Date and is permitted pursuant to Section 6.01 (provided that the restrictions in such Indebtedness are not materially more restrictive in the aggregate than the restrictions contained in this Agreement, the Senior Secured Notes Documents, the Exchangeable PIK Notes Documents or the Existing Notes Documents or the Borrower’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Borrower’s and/or the Subsidiary Loan Parties’ ability to make principal and interest payments on the Loans), (vii) consisting of Permitted Payment Restrictions, (viii) restrictions in the Sponsor Management Agreement that require the payment of management fees to the Borrower or one of its Restricted Subsidiaries prior to payment of dividends or distributions, (ix) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture or facilities of the Persons who own Equity Interests therein and (x) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in any of the foregoing clauses; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in the foregoing clauses above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) Section 6.10(a)(i) shall not apply to (i) restrictions or conditions imposed by customary provisions in leases, subleases, licenses and sublicenses restricting the assignment thereof or (ii) any agreement relating restrictions imposed by agreements or instruments governing Indebtedness or other obligations permitted to be secured Indebtedness permitted by this Agreement pursuant to Section 6.02 and limited to the extent that such Indebtedness assets subject to thereto.
(xd) prohibits the issuer thereof (other than a Loan PartySection 6.10(a)(ii) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) of the foregoing shall not apply to customary provisions in leases joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture.
(e) Section 6.10(a) shall not apply to reasonable and customary restrictions on distributions regarding timing, reserves, available cash and the like that are contained in the Organization Documents of joint ventures in effect on the date hereof and those hereafter entered into in the ordinary course of business of the Borrower and its Subsidiaries. For the purposes of determining compliance with this covenant, (i) the priority of 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 (ii) a subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other contracts restricting Indebtedness incurred by the assignment thereofBorrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Credit Agreement (Symbion Inc/Tn)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Company 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 to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to to: (A) 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 governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) law or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in 119 this clause (B) are not less favorable in any Loan Document, material respect to the Lenders than the restrictions and conditions imposed by this Agreement; (iiC) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to 6.11, and restrictions and conditions contained in any agreement evidencing any renewal, extension or renewal ofrefinancing permitted hereunder of any agreement identified on Schedule 6.11 so long as such renewal, extension or refinancing does not expand the scope of such restrictions or conditions; (D) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any amendmentrelated joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary; (E) restrictions imposed by any agreement governing Indebtedness incurred by any Loan Party or any Subsidiary after the Effective Date and permitted under Section 6.01 that are, modification taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or replacement expanding the scope of, any such restriction or condition), Subsidiary than those contained in this Agreement; (iiiF) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other Disposition of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such saletransaction; provided that, provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and sold, leased or otherwise transferred and, in each case, such sale transaction is permitted hereunder, ; (ivG) restrictions relating to assets encumbered by a Lien permitted by Section 6.02; (H) [reserved]; (I) restrictions imposed by any agreement governing Indebtedness of a Subsidiary which is not a Loan Party to the foregoing extent such Indebtedness is permitted by Section 6.01; and (J) restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (ii) clause (a) of this Section 6.11 shall not apply to to: (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that clause (f), (g), (h), (j), (k), (m) and (n) of Section 6.01 if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer and Indebtedness; (vB) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses and other contracts agreements restricting the assignment thereof.; and (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(g); provided that such restrictions apply only to such 120
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any 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 any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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, Subsidiary or to transfer property to the Borrower or any of the Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to:
(i) conditions imposed by law (Aincluding orders of the ICC, PPUC or TPUC) law or (B) by any Loan Document, ;
(ii) solely in the foregoing shall not apply case of clause (a), assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien;
(iii) restrictions and conditions existing on the date hereof Restatement Date not otherwise excepted from this Section 6.09 identified on Schedule 10.9. 6.09 (but shall not apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), ;
(iiiiv) the foregoing limitations in any indenture or similar agreement governing any Indebtedness issued pursuant to Section 6.01(a)(ii) or Section 6.01(a)(xviii) (provided that such limitations shall not apply to be more restrictive than the limitations set forth in the Loan Documents);
(v) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;
(vi) customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, ; and
(ivvii) solely in the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee case of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) of the foregoing shall not apply to ), customary provisions in leases and contracts in the ordinary course of business between the Borrower and its Subsidiaries and their customers and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of 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 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 to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or (b) the ability of any Subsidiary to make or repay loans or advances to the Borrower or any other Subsidiary or (c) the ability of any Subsidiary to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or (d) the creation or assumption of any Lien upon its Property, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (other than "equal and ratable" restriction typically contained in public note indentures); provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law, rule, regulation or regulatory administrative agreement or determination (Aincluding those imposed by HMO Regulations and Insurance Regulations) law or (B) any Loan Documentby this Agreement or the Five Year Facility, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of6.06 and all extensions, or any amendment, modification or replacement expanding the scope of, any such restriction or condition)renewals and replacements thereof, (iii) restrictions and conditions contained in agreements entered into in the foregoing shall ordinary course of business of the Borrower and the Subsidiaries; provided that such restrictions and conditions are not apply to materially more restrictive as a whole than those imposed by HMO Regulations and Insurance Regulations or those identified on Schedule 6.06, (iv) customary restrictions and conditions contained in 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 or 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 secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofany Lien permitted under Section 6.03.
Appears in 1 contract
Sources: Credit Agreement (Health Net Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by this Agreement or any of the other Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to or any of the extent that other Loan Documents if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement under which the Indebtedness governed by the Senior Note Documents is refinanced, provided that such restrictions or conditions are not materially more restrictive than those contained in the Senior Note Documents on the date hereof (and, if such agreement does not provide that the Indebtedness created thereunder will be secured by Liens on property or assets of the Borrower or any Subsidiary, such agreement may contain restrictions or conditions limiting Liens on property or assets of the Borrower or any Subsidiary which are not the subject of Liens granted under the Security Agreement and such restrictions or conditions shall not be deemed more onerous than those contained in the Senior Note Documents on the date hereof) and (vii) clause (a) of the foregoing shall not apply to any requirement that obligations of the Borrower or its Subsidiaries, as the case may be, that are pari passu or subordinated in right of payment to the Senior Subordinated Notes or the guaranties by Subsidiaries of the Borrower in respect thereof, as the case may be, may not be secured unless the Senior Subordinated Notes and/or such guaranties are at least equally and ratably secured.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien (other than Liens prohibited under cable television franchise agreements) 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 (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 (ia) the -------- foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any by the Loan DocumentDocuments, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivd) the foregoing clause (i) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests 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 (A) restrictions and conditions imposed by (A) law or (B) by any Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to 6.08 and any extension amendments or renewal of, or any amendment, modification or replacement expanding modifications thereof that do not materially expand the scope of, of any such restriction or condition)condition taken as a whole, (iiiC) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the foregoing shall time such Subsidiary became a Subsidiary and any amendments or modifications thereof that do not materially expand the scope of any such restriction or condition taken as a whole, provided that such restrictions and conditions apply only to such Subsidiary, (D) customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivE) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending the consummation of such disposition, (F) restrictions in the transfers of assets encumbered by a Lien permitted by Section 6.02, (G) restrictions or conditions set forth in the Convertible Notes, (H) restrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01; provided that such restrictions and conditions are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the board of directors of the Borrower, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (J) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (viii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (iv) the foregoing shall not apply to customary arrangements containing restrictions with respect to Foreign Subsidiaries in connection with any financing arrangements for their benefit that are not otherwise prohibited by this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Viropharma Inc)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any of the Subsidiary Loan Parties 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 Loan Party to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary, Subsidiary Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets securing such Indebtedness, (v) the foregoing shall not apply to 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 restriction expressly permits Liens created under the Loan Documents or any refinancings thereof on a senior basis and without a requirement that such holders of such issuer Indebtedness be secured by such Liens equally and ratably or on a junior basis and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Cumulus Media Inc)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of its subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, by any Loan Document or by any Senior Secured Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 the assets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, intellectual property licenses and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any Indebtedness of a Subsidiary permitted by Section 6.01(i), (vii) clauses (a) and (b) of the foregoing shall not apply to any subordinated Indebtedness of Holdings or the Parent Borrower permitted hereby and (viii) clauses (a) and (b) of the foregoing shall not apply to restrictions on net worth or cash or other deposits imposed by customers, suppliers or landlords under contracts entered into by the Parent Borrower or any Subsidiary in its ordinary course of business.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor will they it permit any Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary, other than an Excluded 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 Company or any Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure, or (b) the ability of any Consolidated Subsidiary that is a wholly-owned Material Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to pay dividends Guarantee, the Obligations (or other distributions with respect to the obligations under any of its Equity Interests credit facility that refinances 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, replaces this Agreement); provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) law, any Loan DocumentDocument or any Permitted Non-ABL Indebtedness, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date contained in any of the instruments, indentures and other agreements identified on Schedule 10.9. (but shall apply to any extension or renewal of, 5.19 or any amendmentextension, renewal, supplement, amendment or other modification of any thereof or replacement expanding the scope ofany additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition)condition contained therein is not, taken as a whole, more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on the Effective Date, (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereundersold, (ivd) the foregoing shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual Property, (e) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (vf) clause (a) of the foregoing provisions relating to Liens shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (g) the foregoing shall not apply to restrictions and conditions imposed on Receivables Subsidiaries pursuant to any Specified Receivables Facility.
Appears in 1 contract
Sources: Amendment No. 2 to the Revolving Credit Agreement (Victoria's Secret & Co.)
Restrictive Agreements. Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any 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 any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assets properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or common stock, to make or repay loans or advances to the any Borrower or any other Subsidiary, to Guarantee Indebtedness of any Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of the its property or assets to any Borrower or any other SubsidiarySubsidiary of any Borrower; provided, provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by (A) law or (B) by this Agreement, any other Loan Document, any ACH Program Document, the ARC Transmission Agreement, any organizational documents relating to SPVs or any agreement set forth on Schedule 7.8, (ii) the foregoing shall not apply to restrictions and conditions existing on imposed by Hedge Agreements with Lenders limiting creation, incurrence or permitting Liens unless the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any obligations under such restriction or condition)Hedge Agreement are secured pari passu, (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) the foregoing clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower (a) No Marvell Company will, nor will they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (ai) the ability of Holdings, the Borrower or any Subsidiary Marvell Company to create, incur create or permit to exist any Lien upon on any of its property or assets or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary, ; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Document, (ii2) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 10.9. 6.10 (but shall apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), (iii3) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv4) the foregoing shall not apply to customary provisions in any agreement, indenture or other instrument relating to Debt permitted under Section 6.01 so long as such provisions are consistent with customary market terms for Debt similar to such permitted Debt and are no more restrictive than those set forth herein, (5) clause (i) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Debt and (v6) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
(b) Without limiting the foregoing, no Marvell Company will, directly or indirectly, enter into any agreement or other arrangement that prohibits, restricts or imposes any condition on the ability of any Marvell Company to satisfy the requirements of Section 5.12 or Section 5.13 at any time that such provisions are required to be satisfied.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 secure any Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Original Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under clause (viii) of Section 6.01(a), provided that such restrictions and conditions apply only to Foreign Subsidiaries, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subletting thereof.
Appears in 1 contract
Sources: Credit Agreement (Blockbuster Inc)
Restrictive Agreements. Neither (a) Subject to clauses (b) through (d) below, neither Holdings nor the Borrower will, nor will they permit any 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 (ai) 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 (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 .
(ib) the The foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by (A) law or (B) by any Loan Document, Senior Subordinated Notes Document or documentation governing any Additional Subordinated Debt, Additional Senior Debt, or Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such Foreign Subsidiary), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) imposed on any Consolidated Practice by (and for the benefit of) any Loan Party and (v) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business.
(c) The foregoing clause (a)(i) shall not apply to restrictions or conditions (i) imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vii) imposed by customary provisions in leases restricting the assignment thereof.
(d) The foregoing clause (aa)(ii) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofjoint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture.
Appears in 1 contract
Sources: Credit Agreement (Select Specialty Hospital Topeka Inc)
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.
Appears in 1 contract
Sources: Credit Agreement (SCG Holding Corp)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of 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 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 to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or (b) the ability of any Subsidiary to make or repay loans or advances to the Borrower or any other Subsidiary or (c) the ability of any Subsidiary to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or (d) the creation or assumption of any Lien upon its Property, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (other than "equal and ratable" restriction typically contained in public note indentures); provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law, rule, regulation or regulatory administrative agreement or determination (Aincluding those imposed by HMO Regulations and Insurance Regulations) law or (B) any Loan Documentby this Agreement or the 364-Day Facility, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of6.06 and all extensions, or any amendment, modification or replacement expanding the scope of, any such restriction or condition)renewals and replacements thereof, (iii) restrictions and conditions contained in agreements entered into in the foregoing shall ordinary course of business of the Borrower and the Subsidiaries; provided that such restrictions and conditions are not apply to materially more restrictive as a whole than those imposed by HMO Regulations and Insurance Regulations or those identified on Schedule 6.06, (iv) customary restrictions and conditions contained in 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 or 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 secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofany Lien permitted under Section 6.03.
Appears in 1 contract
Sources: Credit Agreement (Health Net Inc)
Restrictive Agreements. Neither Holdings nor the Parent Borrower will, nor will they permit any 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 (a1) the ability of Holdings, the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations (or any Indebtedness incurred to refinance or replace the Obligations) or (b2) the ability of any Subsidiary Loan Party (other than Holdings) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Loan Party to make or repay loans or advances to the Borrower or any other Subsidiary a Loan Party or to Guarantee the Obligations (or any Indebtedness incurred to refinance or replace any of the Borrower or any other Subsidiary, Obligations); provided that (ia) the foregoing shall not apply to any prohibitions, restrictions and or conditions imposed (i) by (A) law law, rule, regulation or judicial order, or required by any regulatory authority having jurisdiction over Holdings or any Subsidiary or any of their respective businesses or (Bii) by any Loan DocumentDocument or any related documents or agreements, (iib) the foregoing shall not apply to any prohibitions, restrictions and or conditions existing on the date hereof Effective Date and identified on Schedule 10.9. (but shall apply 6.08 or to any refinancing, extension or renewal renewal, in whole or in part, of, or any amendment, supplement or modification of, any Indebtedness or replacement other obligation or other agreement, document or instrument existing on the Effective Date and identified on Schedule 6.08 containing any such prohibition, restriction or condition (but without expanding the scope of, of any such prohibition, restriction or conditioncondition in any material respect), (iiic) the foregoing shall not apply to customary prohibitions, restrictions and or conditions contained in agreements relating to the sale direct or indirect disposition of a Subsidiary Equity Interests of any Person, property or any assets, imposing restrictions with respect to such Person, Equity Interests, property or assets pending the closing of such saledisposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale disposition is permitted hereunder, (ivd) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any agreement of a Person that becomes a Subsidiary after the Effective Date which existed prior to the date that such Person became a Subsidiary; provided that such prohibitions, restrictions or conditions existed at the time that such Person became a Subsidiary and were not created in contemplation of such Person becoming a Subsidiary and do not apply to any other Subsidiary or any assets other than those of the Subsidiary so acquired, (e) clause (1) of the foregoing shall not apply to prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted or other obligations not prohibited by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other prohibitions, restrictions or conditions applicable apply only to the property or assets securing such Indebtedness or obligations and any proceeds and products thereof and after-acquired property, except as may otherwise be permitted under this Section 6.08 (it being understood that any such agreement relating to Permitted First-Lien Indebtedness or Permitted Second-Lien Indebtedness shall not prohibit, restrict or condition Liens securing the Obligations (or any Indebtedness incurred to refinance or replace any of such issuer and the Obligations) on any asset or property of the type included in the Collateral), (vf) clause (a1) of the foregoing shall not apply to (i) customary provisions in leases and other contracts or agreements restricting the transfer, assignment, pledge or mortgage thereof, or the subletting, assignment thereofor transfer of any property or asset subject thereto, (ii) any reciprocal easement agreements containing customary provisions restricting dispositions of real property interests and (iii) Capital Lease Obligations, tax retention and other synthetic lease obligations and purchase money obligations that impose restrictions with respect to the property or assets so acquired, (g) clause (1) of the foregoing shall not apply to restrictions or conditions contained in any agreement or document governing any Permitted First-Lien Indebtedness, Permitted Second-Lien Indebtedness or Permitted Long-Term Indebtedness, provided that such restrictions and conditions permit Liens securing the Obligations (or any Indebtedness incurred to refinance or replace any of the Obligations) on any asset or property of the type included in the Collateral, (h) clause (2) of the foregoing shall not apply to restrictions or conditions contained in any agreement or document governing any Permitted First-Lien Indebtedness, Permitted Second-Lien Indebtedness or Permitted Long-Term Indebtedness that (i) require a Subsidiary to guarantee such Permitted First-Lien Indebtedness, Permitted Second-Lien Indebtedness or Permitted Long-Term Indebtedness if such Subsidiary guarantees the Obligations (or any Indebtedness incurred to refinance or replace any of the Obligations) or (ii) restrict or condition dividends, distributions or loans to Holdings, and (i) clause (2) of the foregoing shall not apply to restrictions or conditions contained in any agreement or document governing any Permitted First-Lien Indebtedness or Permitted Second-Lien Indebtedness that restrict or condition the transfer of assets (other than Collateral) securing such Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Restrictive Agreements. Neither Holdings nor the The Administrative Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Administrative Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof identified on Schedule 10.9. 6.8 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition)) or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (f) or (h) of Section 6.1, so long as such restrictions are not more restrictive than any restriction in this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness; and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willIt will not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower it or any Subsidiary of its subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower MLP or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law law, by this Agreement, by the Revolving Credit Agreement or (B) any Loan Documentby the UK Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof of this Agreement identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition)condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or assets, (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary or (c) the ability of any Domestic Subsidiary to Guarantee Indebtedness of the Borrower Company or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any assets a business unit, division, product line or line of business of a Subsidiary, pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or assets the business unit, division, product line or line of business of such Subsidiary, that is or are to be sold and such sale is permitted hereunder, (B) restrictions and conditions imposed by the Senior Secured Notes Documents or the Rabobank Nederland Facility or any agreement or document governing or evidencing refinancing Indebtedness in respect of the Senior Secured Notes or the Rabobank Nederland Facility permitted under Section 6.01(g), provided that the restrictions and conditions contained in any such agreement or document are not less favorable to the Lenders than the restrictions and conditions imposed by the Senior Secured Notes Documents and (C) restrictions and conditions imposed by any agreement or document governing or evidencing (1) the senior secured notes issued in reliance upon Section 6.01(b)(ii) or any agreement or document governing or evidencing any refinancing Indebtedness in respect of such senior secured notes permitted under Section 6.01(g) or (2) any Indebtedness incurred in reliance upon Section 6.01(r); provided that (A) to the extent such Indebtedness is secured by Collateral, the restrictions and conditions contained in any such agreement or document are not less favorable to the Lenders than the restrictions and conditions imposed by the Senior Secured Notes Documents and (B) to the extent such Indebtedness is unsecured, the restrictions and conditions contained in any such agreement or document are not less favorable to the Lenders than the restrictions and conditions imposed by the Covered Notes Documents, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and such property or assets do not constitute Collateral, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (b) above shall not apply to customary restrictions or conditions on any Foreign Subsidiary imposed by any agreement or document governing or evidencing any Indebtedness of any Foreign Subsidiary and (vii) clause (a) above shall not apply to any agreement or instrument governing or evidencing Indebtedness of a Foreign Subsidiary that prohibits, restricts or imposes any condition upon the ability of a Foreign Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willBorrowers will not, nor and will they not permit any Subsidiary other Loan Party or 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 Holdings, the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests Capital Stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary of any Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary, Subsidiary of any Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, Inc.)
Restrictive Agreements. Neither Holdings nor None of the Borrower will, nor will they permit Company or any Subsidiary towill, 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 Company 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 to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by clause (b) of the definition of “Requirement of Law” or by this Agreement or any other Loan Document or any Alternative Incremental Facility Indebtedness, (B) restrictions and conditions contained in any agreement or document governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) law (including, for the avoidance of doubt, Permitted First Priority Refinancing Indebtedness, Permitted Second Priority Refinancing Indebtedness or Alternative Incremental Facility Indebtedness) or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not less favorable in any Loan Documentmaterial respect to the Lenders than the restrictions and conditions imposed by this Agreement, (iiC) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10, (but shall apply to D) in the case of any extension or renewal ofSubsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any amendment, modification related joint venture or replacement expanding similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the scope of, any Equity Interests of such restriction or condition)Subsidiary, (iiiE) restrictions imposed by any agreement governing Indebtedness entered into after the foregoing shall not apply Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or any Subsidiary than those contained in this Agreement and (F) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer ; and (vii) clause (a) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by clause (f), (g), (i), (j), (k), (n) and (o) of Section 6.01 if such restrictions and conditions apply only to the assets securing such Indebtedness, (B) customary provisions in leases leases, licenses and other contracts agreements restricting the assignment thereof, (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(g); provided that such restrictions apply only to such Subsidiary and its assets (or any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger), (D) restrictions and conditions set forth in any AmerisourceBergen Indebtedness or any Permitted Vendor Indebtedness, (E) restrictions and conditions set forth in agreements in favor of a vendor or distributor of the Company or any Subsidiary to the extent the obligations thereunder do not constitute Indebtedness, provided that such restrictions only apply to the assets supplied pursuant to such agreements and the proceeds thereof and (F) restrictions and conditions set forth in agreements in existence as of the Closing Date and in favor of a vendor or distributor of the Company or any Subsidiary to the extent the obligations thereunder do not constitute Indebtedness and such agreements are listed on Schedule 5.18. 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, 5.11 or 5.18 or under the Security Documents.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.
Appears in 1 contract
Sources: Credit Agreement (Semiconductor Components Industries LLC)
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they ---------------------- not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by this Agreement or any of the other Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to or any of the extent that other Loan Documents if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement under which the Indebtedness governed by the Senior Note Documents is refinanced, provided that such restrictions or conditions are not materially more restrictive than those contained in the Senior Note Documents on the date hereof (and, if such agreement does not provide that the Indebtedness created thereunder will be secured by Liens on property or assets of the Borrower or any Subsidiary, such agreement may contain restrictions or conditions limiting Liens on property or assets of the Borrower or any Subsidiary which are not the subject of Liens granted under the Security Agreement and such restrictions or conditions shall not be deemed more onerous than those contained in the Senior Note Documents on the date hereof) and (vii) clause (a) of the foregoing shall not apply to any requirement that obligations of the Borrower or its Subsidiaries, as the case may be, that are pari passu or subordinated in right of payment to the Senior ---- ----- Subordinated Notes or the guaranties by Subsidiaries of the Borrower in respect thereof, as the case may be, may not be secured unless the Senior Subordinated Notes and/or such guaranties are at least equally and ratably secured.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee guaranty Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by this Agreement or by the Note Purchase Agreement (B) any Loan Documentas in effect on the Effective Date), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Material 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 Material Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and or conditions existing on the date hereof Restatement Effective Date and identified on Schedule 10.9. 6.09 (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vi) paragraph (a) of the foregoing shall not apply to any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture, provided that the Borrower and any Material Subsidiary party to such agreement collectively own no more than 81 percent of the equity interests in such joint venture and (vii) paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement if the terms of such agreement expressly permit the creation, incurrence and existence of Liens to secure Indebtedness or other Secured Obligations under this Agreement and extensions, renewals and replacements of any such Indebtedness or other Secured Obligations.
Appears in 1 contract
Sources: Credit Agreement (Usg Corp)
Restrictive Agreements. Neither Holdings nor the The Administrative Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Administrative Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions (x) existing on the date hereof identified on Schedule 10.9. 6.7 (but shall apply to any extension extension, renewal, amendment or renewal ofmodification, or any amendmentin each case, modification or replacement expanding the scope of, any such restriction or condition)) or (y) pursuant to the provisions governing Indebtedness permitted pursuant to clause (h) of Section 6.1, so long as such restrictions are not more restrictive than any restriction in this Agreement, (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness; and (v) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof or the subject matter thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (other than (1) Equity Interests in any Unrestricted Subsidiary, (2) other investments in Equity Interests of joint ventures permitted under Section 5.12, (3) investments permitted under Section 5.12(j) if such restriction or conditions apply only to the property or assets that are the subject of such investment), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 5.16 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or other assets that is or are to be sold and such sale is permitted hereunder, (iv) paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof (vi) existing restrictions with respect to a Person acquired by the Borrower or any of its Restricted Subsidiaries (except to the extent such restrictions were put in place in connection with or in contemplation of such acquisition), which restrictions are 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 (vii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any 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 Holdingsthe Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower or the ability of the Borrower or any Restricted Subsidiary to pay dividends or other distributions to the Parent, in each case, with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Parent or the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Parent, the Borrower or any other Restricted Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law law, by this Agreement, the Unsecured Notes Documents or (B) any the Permitted Second Lien Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets subsidiary that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property Property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any 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 any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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, Subsidiary or to transfer property to the Borrower or any of its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to:
(i) conditions imposed by (A) law law, regulation, court order, rule or (B) decree or by any Loan Document, ;
(ii) clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the foregoing asset encumbered by such Permitted Lien;
(iii) clause (a) shall not apply to restrictions and conditions existing on the date hereof Effective Date not otherwise excepted from this Section 6.09 identified on Schedule 10.9. 6.09 (but shall not apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), ;
(iiiiv) restrictions contained in the foregoing shall Subordinated Notes Documents or any other Subordinated Debt Document so long as not apply to materially more restrictive in the aggregate than the Subordinated Notes Documents;
(v) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;
(vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any the assets of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is to be sold (or whose assets are to be sold sold) and such sale is permitted hereunder, ;
(iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (vvii) clause (a) shall not apply to Indebtedness of Non-U.S. Subsidiaries permitted by Section 6.01(a)(vii) so long as such Indebtedness does not restrict any Lien securing any of the foregoing Loan Documents; and
(viii) clause (a) shall not apply to customary provisions in leases and service contracts in the ordinary course of business between the Borrower and its customers and other contracts restricting the assignment thereof.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document or any Permitted Convertible Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Effective Date identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connection with a Permitted Receivables Financing.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary, Subsidiary of the Borrowers; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.07 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (vi) the foregoing shall not apply to restrictions in the 2002 Senior Indenture similar to those in effect on the Effective Date; (vii) the foregoing shall not apply to the Second Lien Credit Agreement and the Second Lien Collateral Documents as in effect on the date hereof and (viii) the foregoing shall not apply to agreements evidencing Indebtedness permitted pursuant to Section 6.01(l) to the extent such restrictions relate solely to Foreign Subsidiaries (other than Canadian Subsidiaries) and their assets.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) 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 (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 (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 (ia) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any by the Loan DocumentDocuments, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 10.9. 7.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiic) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivd) the foregoing clause (i) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that hereby if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (ve) clause (ai) of the foregoing this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor None of the Borrower will, nor will they permit or any Subsidiary towill, 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 secure the Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 (A) restrictions and conditions imposed by (A) law or (B) by this Agreement or any other Loan Document, (iiB) restrictions and conditions contained in any agreement or document governing or evidencing Subordinated Indebtedness or Refinancing Indebtedness, as applicable, in respect of Indebtedness referred to in clause (A); provided that the foregoing shall restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not apply less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement, (C) restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10, (but shall apply to D) in the case of any extension or renewal ofSubsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any amendment, modification related joint venture or replacement expanding similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the scope of, any Equity Interests of such restriction or condition)Subsidiary, (iiiE) restrictions imposed by any agreement governing Indebtedness entered into after the foregoing shall not apply 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 those contained in this Agreement and (F) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Borrower or any Subsidiary, in each case pending such sale, ; provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and and, in each case, such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer ; and (vii) clause (a) of the foregoing shall not apply to customary provisions in leases (A) restrictions and other contracts restricting the assignment thereof.conditions imposed by any agreement relating to secured ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (▇), (▇), (▇), (▇),
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Company 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 to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, ; provided that (i) the foregoing shall not apply to to: (A) 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 governing or evidencing Refinancing Indebtedness in respect of Indebtedness referred to in clause (A) law or Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (B) are not less favorable in any Loan Document, material respect to the Lenders than the restrictions and conditions imposed by this Agreement; (iiC) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to 6.11 , and restrictions and conditions contained in any agreement evidencing any renewal, extension or renewal ofrefinancing permitted hereunder of any agreement identified on Schedule 6.11 so long as such renewal, extension or refinancing does not expand the scope of such restrictions or conditions; (D) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any amendmentrelated joint venture or similar agreements; provided that such restrictions and conditions apply only to such Subsidiary and to the Equity Interests of such Subsidiary; (E) restrictions imposed by any agreement governing Indebtedness incurred by any Loan Party or any Subsidiary after the Effective Date and permitted under Section 6.01 that are, modification taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or replacement expanding the scope of, any such restriction or condition), Subsidiary than those contained in this Agreement; (iiiF) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale sale, transfer, lease or other Disposition of a Subsidiary or any assets of the Company or any Subsidiary, in each case pending such saletransaction; provided that, provided that such restrictions and conditions apply only to the such Subsidiary or the assets that is or are to be sold and sold, leased or otherwise transferred and, in each case, such sale transaction is permitted hereunder, ; (ivG) restrictions relating to assets encumbered by a Lien permitted by Section 6.02 ; (H) [reserved]; 112
(I) restrictions imposed by any agreement governing Indebtedness of a Subsidiary which is not a Loan Party to the foregoing extent such Indebtedness is permitted by Section 6.01 ; and (J) restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (ii) clause (a) of this Section 6.11 shall not apply to to: (A) restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that clause (f) , (g) , (h) , (j) , (k) , (m) and (n) of Section 6.01 if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or and conditions applicable apply only to the property or assets of securing such issuer and Indebtedness; (vB) clause (a) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses and other contracts agreements restricting the assignment thereof; and (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(g) ; provided that such restrictions apply only to such Subsidiary and its assets (or any special purpose acquisition Subsidiary without material assets acquiring such Subsidiary pursuant to a merger). Nothing in this Section 6.11 shall be deemed to modify the obligations of the Loan Parties under Section 5.14 or under the Collateral Documents.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Subsidiary (other than an Insurance 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 assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 10.9. 6.06 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement materially expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets asset or property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, asset or assets property that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) the foregoing shall not apply to customary provisions in leases, licenses, or other contracts restricting subletting or the assignment thereof, (vi) the foregoing shall not apply to restrictions and conditions in agreements pursuant to Securitization Transactions permitted by clause (i) of Section 6.01; provided that such restrictions and conditions apply solely to the applicable accounts receivable and related assets and any applicable SPE Subsidiary, (vii) clause (a) of the foregoing shall not prohibit customary “negative pledge” covenants in indentures or other agreements governing Borrower Debt Securities that allow the incurrence of Liens so long as such Liens equally and ratably secure such debt securities, provided that, without limiting any other exceptions to such covenant, any such covenant shall not prohibit, restrict or impose any condition (including any condition that such debt securities be equally and ratably secured) upon the ability of the Borrower or any Subsidiary, other than an Insurance Subsidiary or SPE Subsidiary, to create, incur or permit to exist any Lien upon inventory, accounts receivable or the proceeds therefrom and (viii) clause (b) of the foregoing shall not apply to (A) restrictions and conditions imposed by any agreement relating to Indebtedness of Foreign Subsidiaries permitted by this Agreement to 75 the extent such restrictions and conditions imposed by such agreement relate to Indebtedness of the applicable Foreign Subsidiary and apply only to such Foreign Subsidiary, (B) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdictions, or condemnation or eminent domain proceedings and (C) (1) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements relating to the foregoing that restrict the assignment of such agreements or any rights thereunder or (2) customary provisions in leases and other contracts restricting the assignment thereofof contracts entered into in the ordinary course of business.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Restricted Credit Agreement Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Restricted Subsidiary, ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions imposed by the Senior Subordinated Notes Indentures, any New Senior Subordinated Notes Indenture or any New Senior Notes Indenture (or any applicable governing agreement for any Refunding Indebtedness), (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 7.08 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iiiiv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement and each other Loan Document) that prohibits, restricts or imposes any condition upon (ax) 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 assets, or (by) the ability of any Subsidiary to pay dividends or other distributions with respect to any holders of its Equity Interests 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, provided however, that (i) the foregoing shall not apply to to:
(a) restrictions and or conditions imposed by applicable law, rule or regulation (Aincluding applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances) law or (B) by any Loan Document, ;
(iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, ; provided that such restrictions and conditions apply only to the such Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, sold;
(ivc) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that (or any amendment, extension, renewal, replacement or refinancing thereof) if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness;
(vd) clause (a) of the foregoing shall not apply to customary provisions (i) in leases leases, sub-leases, licenses and other contracts restricting the assignment thereofor subletting thereof or (ii) in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04;
(e) customary restrictions or conditions (1) on the subletting, assignment or transfer of any specified property or asset set forth in a lease, license, asset sale agreement or similar contract for the conveyance of such property or asset (2) any instrument or other document evidencing a Lien permitted under Section 6.02 (or the Indebtedness secured thereby) and (3) on dispositions of real property interests in reciprocal easement agreements;
(f) are customary restrictions on Dispositions of any property or assets;
(g) are restrictions on any Subsidiary under any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into or created in contemplation of such Person becoming a Subsidiary;
(h) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(i) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Liens);
(j) customary provisions related to creditworthiness of the tenant contained in real property leases entered into by the Borrower or its Subsidiaries, so long as the Borrower has determined in good faith that such creditworthiness provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; or
(l) any prohibitions, restrictions or conditions contained in any agreement or other arrangement in effect on the Effective Date and described on Schedule 6.09 attached hereto, or any extension, replacement or continuation of any such agreement or other arrangement (so long as any such extension, replacement or continuation of any such agreement or other arrangement does not contain any additional prohibitions, restrictions or conditions which were not in place on the Effective Date that are materially adverse to the interests of the Lenders).
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 Company or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure any Secured Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary, Secured Obligations; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by (A) law or (B) by any Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Signing Date (including of the Acquired Company and its applicable subsidiaries as if the Acquisition had occurred on the Signing Date) identified on Schedule 10.9. in Section 6.10 of the Disclosure Letter (but shall apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (ivD) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary, (E) restrictions and conditions set forth in the Term Credit Agreement or the definitive documentation governing any Permitted Term Indebtedness, Permitted Unsecured Debt or any Refinancing Indebtedness in respect of any of the foregoing, provided that such restrictions and conditions are no more onerous than those set forth in the Term Credit Agreement as in effect on the Fourth Restatement Effective Date, (F) restrictions and conditions imposed by agreements relating to Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted under Section 6.01(a) and (G) restrictions and conditions imposed on cash to secure letters of credit and other segregated deposits that are permitted pursuant to Section 6.02(h), provided that such restrictions and conditions apply only to such Restricted Subsidiaries that are not Loan Parties, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that Section 6.01(a)(v) if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vB) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (ab) of the foregoing shall not apply to customary provisions restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in leases existence at the time such Restricted Subsidiary became a Restricted Subsidiary and other contracts restricting otherwise permitted under Section 6.01(a) (but shall apply to any amendment or modification expanding the assignment thereofscope of, any such restriction or condition), provided that such restrictions and conditions apply only to such Restricted Subsidiary.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 ; except for: (i) the foregoing shall not apply to such encumbrances or restrictions and conditions imposed existing under or by (A) reason of applicable law or (B) any Loan Document, ; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.09 (but shall apply to not including any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets other property pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets other property that is or 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 secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness;
(v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (vi) customary restrictions contained in any software licenses; (vii) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in the organizational documents of a Person or asset sale or stock sale agreements or similar agreements which restrict the transfer of ownership in such Person; (viii) in the case of any joint venture permitted hereunder with a Person that is not a Loan Party, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (ix) restrictions imposed by any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (x) without affecting the Loan Parties’ obligations under Section 5.09, any agreement in effect at the time a Person becomes a Subsidiary of the Borrower (including any amendments thereto that are otherwise permitted by the Loan Documents and that are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower and imposes restrictions only on such Person and its assets; (xi) restrictions on cash or other deposits required by suppliers or landlords under contracts entered into in the ordinary course of business; or (xii) without affecting the Loan Parties’ obligations under Section 5.09, restrictions imposed solely on foreign Subsidiaries pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary and permitted pursuant to Section 6.06.
Appears in 1 contract
Sources: Credit Agreement
Restrictive Agreements. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any 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 any Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests 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 Subsidiary, Restricted Subsidiary or to transfer property to the Borrower or any of its Restricted Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and to:
(i) conditions imposed by (A) law or (B) any Loan Document, ;
(ii) the foregoing clause (a) shall not apply to assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien;
(iii) restrictions and conditions existing on the date hereof Effective Date not otherwise excepted from this Section 6.09 identified on Schedule 10.9. 6.09 (but shall not apply to any extension amendment or renewal of, or any amendment, modification or replacement expanding the scope of, of any such restriction or condition), ;
(iiiiv) any agreement in effect at the foregoing shall time any Person becomes a Restricted Subsidiary of the Borrower; provided that such agreement was not apply to entered into in contemplation of such Person becoming a Restricted Subsidiary;
(v) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any the assets of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is to be sold (or whose assets are to be sold sold) and such sale is permitted hereunder, ;
(iv) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (vvi) clause (a) shall not apply to Indebtedness of Non-U.S. Subsidiaries permitted by Section 6.01(a)(vii) so long as such Indebtedness does not restrict any Lien securing any of the foregoing Loan Documents;
(vii) clause (b) shall not apply to Indebtedness of Non-U.S. Subsidiaries permitted by Section 6.01(a)(vii) which restrictions only apply to such Non-U.S. Subsidiaries and such encumbrances or restrictions will not materially affect the Borrower's ability to make any principal or interest payment on the Loans; and
(viii) clause (a) shall not apply to customary provisions in leases and service contracts in the ordinary course between the Borrower and its customers and other contracts restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Subsidiary 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 Holdings, the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.09 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and or other contracts restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to provisions in leases of real property restricting the mortgage thereof and (vii) clause (a) of the foregoing shall not apply to restrictions on Liens contained in the Mezzanine Securities Documents, and any future replacements, amendments or modifications thereof; provided that the terms governing any replacements, amendments or modifications shall be no more disfavorable to the interests of the Lenders than the terms of the Mezzanine Securities Documents.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary 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 Holdings, the Borrower Company or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary, provided ; PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or (B) any Loan Documentby this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof under the Senior Credit Agreement as in effect on the date hereof or otherwise identified on Schedule 10.9. 8.08 (but shall apply to any extension extension, renewal, amendment or renewal of, or any amendment, modification or replacement expanding thereof which expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof.
Appears in 1 contract
Sources: Senior Subordinated Note Purchase Agreement (Nuco2 Inc /Fl)
Restrictive Agreements. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary 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 Holdings, the Borrower such Loan Party or any Subsidiary of the Restricted Subsidiaries 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 to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Restricted Subsidiary, ; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by (A) law or (B) by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions imposed on the Loan Parties existing on the date hereof Effective Date identified on Schedule 10.9. 6.10 (but shall apply to or any extension extension, renewal or renewal ofrefinancing thereof, or any amendmentamendment or modification thereto, modification or replacement expanding that does not expand the scope of, any such restriction or conditioncondition in any material respect), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale, ; provided further that such restrictions and conditions apply only to the Restricted Subsidiary or such assets that is or are to be sold and such sale is permitted hereunder, (iv) any agreement or other instrument of a Person acquired by a Loan Party or any of its Restricted Subsidiaries in existence at the time of such 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) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 and 6.02 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii) other Indebtedness and Disqualified Equity Interests of Restricted Subsidiaries permitted to be incurred after the Effective Date pursuant to Section 6.01 so long as not more restrictive than the agreements on Schedule 6.10 unless, in the case of restrictions applicable to Restricted Subsidiaries that are not Loan Parties, the Company determines in good faith such restrictions are customary for such type of financing; (viii) customary provisions in joint venture agreements that apply only to the joint venture; (ix) customary provisions contained in leases and other agreements entered into in the ordinary course of business; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which a Loan Party or any of its Restricted 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 Loan Party or such Restricted Subsidiaries 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 Loan Party or such Restricted Subsidiaries or the assets or property of any other Restricted Subsidiary, (xi) any encumbrances or restrictions on a Restricted Subsidiary’s ability to sell, lease or transfer any of its properties or assets imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iv) through (xi); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, 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 Effective 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 Effective Date; (xii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer Indebtedness and (vxiii) clause (a) of the foregoing shall not apply to customary provisions in leases and leases, licenses or other contracts agreements restricting the assignment thereof.
Appears in 1 contract
Restrictive Agreements. Neither Holdings nor the Borrower No Specified Loan Party will, nor or will they permit any 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 upon
(a) the ability of Holdings, the Borrower or any 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 Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other 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)(x) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.08) are listed on Schedule 6.08 and (y) any renewal 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, taken as a whole, in any material respect, (ii)(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 NAI-1532775236v11532775236v9 127 Blue Bird Body Company Credit Agreement into solely in contemplation of such Person becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as such renewal or extension does not expand the scope of such restrictions, taken as a whole, in any material respect, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01; provided that such restrictions will not materially affect the Borrower’s ability to pay the Loan Documentation Obligations as they become due, (iv) are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures 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) are customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary,
(x) are customary provisions restricting assignment of any license, lease or other Subsidiary, provided that (i) agreement entered into in the foregoing shall not apply to restrictions ordinary course of business and conditions imposed by (A) law or (B) any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. (but shall apply to any extension or renewal of, or any amendment, modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is otherwise permitted hereunder, (ivxi) the foregoing shall not apply to are restrictions on cash (or conditions Cash Equivalents) or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Cash Equivalents or deposits) or (xii) are customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any agreement relating to secured Indebtedness permitted by this Agreement to Restricted Subsidiary, so long as the extent Borrower has determined in good faith that such Indebtedness (x) prohibits net worth provisions could not reasonably be expected to impair the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable only to the property or assets of such issuer and (v) clause (a) ability of the foregoing shall not apply Loan Parties and their subsidiaries to customary provisions in leases and other contracts restricting the assignment thereofmeet their ongoing obligations.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Restrictive Agreements. Neither Holdings nor the Borrower will, nor will they permit any 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 to pay dividends or other distributions with respect to any shares of its Equity Interests capital 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 restrictions and conditions imposed by (A) law or (B) by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.9. 6.10 (but shall apply to any extension or renewal of, or any amendment, amendment or modification or replacement expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in 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 or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that if such Indebtedness (x) prohibits the issuer thereof (other than a Loan Party) from issuing any Guarantee of Indebtedness or (y) contains negative pledge clauses or other restrictions or conditions applicable apply only to the property or assets of securing such issuer and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof (vi) clause (a) of the foregoing shall not apply to restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business on the parties to such contracts, and (vii) clause (a) of the foregoing shall not apply to any encumbrance or restriction on the assets of any joint venture that is (A) contained in any joint venture agreement or other similar agreement with respect to such joint venture that was entered into in the ordinary course of business and (B) customary for such types of agreements.
Appears in 1 contract
Sources: Credit Agreement (Alec Holdings Inc)