Subsidiary Restrictions. No Company will, or permit any Subsidiary to, enter into, or be otherwise subject to, any contract or agreement (including its certificate of incorporation or formation, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of or otherwise imposes restrictions on (i) the payment of dividends or distributions by any Subsidiary to Borrowers or any other Subsidiary, (ii) the payment by any Subsidiary of any indebtedness owed to Borrowers or any other Subsidiary, (iii) the making of loans or advances by any Subsidiary to Borrowers or any other Subsidiary, (iv) the transfer by any Subsidiary of its property or assets to Borrowers or any other Subsidiary, (v) the merger or consolidation of any Subsidiary with or into Borrowers or any other Subsidiary, or (vi) the guaranty by any Subsidiary of Borrowers’ indebtedness under the Loan Documents; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents, (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (c) clause (iv) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, licensing, subletting, leasing thereof or otherwise granting a Lien on the assets subject thereto, (d) the foregoing shall not apply to restrictions set forth in the Indebtedness described in paragraph 5.8(b), (e) the foregoing shall not apply to customary provisions in joint venture agreements expressly permitted hereunder and applicable solely to such joint venture, (f) the foregoing shall not apply to restrictions contained in any non-material agreement in effect at the time a Person becomes a Subsidiary of Borrowers so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrowers, (g) the foregoing shall not apply to restrictions that arise in connection with cash or other deposits permitted hereunder and limited to such cash or deposit, and (h) the foregoing shall not apply to restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder. 58
Subsidiary Restrictions. The Borrower will not and will not permit any Subsidiary to enter into, or be otherwise subject to, any contract, agreement or other binding obligation that directly or indirectly limits the amount of, or otherwise restricts (i) the payment to the Borrower of dividends or other redemptions or distributions with respect to its capital stock by any Subsidiary, (ii) the repayment to the Borrower by any Subsidiary of intercompany loans or advances, or (iii) other intercompany transfers to the Borrower of property or other assets by Subsidiaries.
Subsidiary Restrictions. Enter into, or be otherwise subject to, any contract, agreement or other binding obligation (including its charter) that directly or indirectly limits the amount of, or otherwise restricts (i) the payment by any Subsidiary to the Company of dividends or other redemptions or distributions with respect to such Subsidiary’s capital stock, (ii) the repayment to the Company by any Subsidiary of intercompany loans or advances, (iii) the making of loans or advances by any Subsidiary to the Company or any Wholly-Owned Subsidiary (other than a Significant Subsidiary) or (iv) other intercompany transfers to the Company of property or other assets by Subsidiaries.
Subsidiary Restrictions. (A) The Obligors shall not in any 12 month period from the date of this Agreement downstream any funds or provide any financial assistance to any Subsidiary (that is not itself also an Obligor) in excess of $6,000,000 or its equivalent in any other currency (in aggregate).
Subsidiary Restrictions. (i) Subsidiary will not take any action or permit any Subsidiary Affiliate to take any action, and Subsidiary will not fail to take any action or permit any Subsidiary Affiliate to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in the Ruling Documents, Supplemental Ruling Documents, Ruling, Supplemental Ruling or this Agreement.
Subsidiary Restrictions. 1. American Home Shield Corporation and its subsidiaries are subject to regulatory restrictions imposed by various states which limit dividends and similar payments.
Subsidiary Restrictions. On the date hereof, no Loan Party is ----------------------- subject to any Subsidiary Restrictions, except Subsidiary Restrictions contained in the Loan Documents.
Subsidiary Restrictions. Permit any Subsidiary (other than an SPV) to incur or permit to exist any restriction (except statutory and regulatory restrictions imposed by foreign governmental authorities) on such Subsidiary’s ability to pay dividends to Borrower or its Subsidiaries or to otherwise transfer earnings or assets to Borrower or its Subsidiaries.
Subsidiary Restrictions. Prior to the Covenant Trigger Date, permit any Subsidiary (other than an SPV) to incur or permit to exist any restriction (except statutory and regulatory restrictions imposed by foreign Governmental Authorities) on such Subsidiary’s ability to pay dividends to the Borrower or its Subsidiaries or to otherwise transfer earnings or assets to the Borrower or its Subsidiaries. For the avoidance of doubt, the negative covenant set forth in this Section 7.06 shall not apply on or after the Covenant Trigger Date.
Subsidiary Restrictions. 1. American Home Shield Corporation and its subsidiaries are subject to regulatory restrictions imposed by various states which limit dividends and similar payments. EXHIBIT "A" NOTE _________ ___,19__ THE SERVICEMASTER COMPANY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), promises to pay to the order of ___________ (the "Lender") the aggregate unpaid principal amount of all Loans made by the Lender to the Company pursuant to the Five-Year Credit Agreement dated as of April 1, 1997 among the Company, the Lenders named therein, including the Lender, The First National Bank of Chicago, as Administrative Agent, and Mxxxxx Guaranty Trust Company of New York, as Documentation Agent (as the same may be amended or modified, hereinafter referred to as the "Agreement"), in the currencies and on the dates specified in the Agreement, in immediately available funds at the main office of The First National Bank of Chicago in Chicago, Illinois, as Administrative Agent, or as otherwise directed by the Administrative Agent pursuant to the terms of the Agreement, together with interest, in like currency and funds, on the unpaid principal amount hereof at the rates and on the dates specified in the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder; provided, however, that any failure to so record shall not affect the Company's obligations under any Loan Document. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Agreement, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THE SERVICEMASTER COMPANY LIMITED PARTNERSHIP By: ServiceMaster Management Corporation, its General Partner By: __________________________________ Title: _______________________________ SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF THE SERVICEMASTER COMPANY LIMITED PARTNERSHIP Date Currency Maturity Principal Unpaid and Amount Balance Principal Paid Amount of Loan ------ ----------- ------------ ---------- ---------- EXHIBIT "B-1" FORM OF OPINION OF KXXXXXXX & EXXX...
