Common use of Subsidiary Restrictions Clause in Contracts

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.

Subsidiary Restrictions. No Company will, or The Borrower shall not and shall not permit any Subsidiary to, its Subsidiaries to enter into, or be otherwise subject to, any contract or agreement Contractual Obligation (including its certificate of incorporation or formation, by-laws, limited liability company operating agreement or partnership agreementcharter documents) which limits the amount of or otherwise imposes restrictions on (ia) the payment of dividends or distributions Distributions by any Subsidiary to Borrowers the Borrower or any other Subsidiary, (iib) the payment by any Subsidiary of any indebtedness Indebtedness owed to Borrowers the Borrower or any other Subsidiary, (iiic) the making of loans or advances by any Subsidiary to Borrowers the Borrower or any other Subsidiary, (ivd) the transfer by any Subsidiary of its property or assets to Borrowers the Borrower or any other Subsidiary, or (ve) the merger or consolidation of any Subsidiary with or into Borrowers the Borrower or any other Subsidiary, or (vi) the guaranty by any Subsidiary of Borrowers’ indebtedness under the Loan Documents; provided that (ai) the foregoing shall not apply to restrictions and conditions imposed by law applicable laws or by the Loan Documentsthis Agreement which (taken as a whole) could reasonably be expected not to have a Material Adverse Effect, (bii) 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 not prohibited hereunder, (ciii) clause (ivd) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignmentassignment thereof, licensing, subletting, leasing thereof or otherwise granting a Lien on the assets subject thereto, and (div) the foregoing shall not apply to restrictions set forth (A) any Contractual Obligation in effect on the date hereof or that governs any Indebtedness, Capital Stock or assets of a Person acquired by a Borrower or any Subsidiary as in effect on the date of such acquisition (except to the extent such Contractual Obligation was created or such Indebtedness was incurred in connection with or in contemplation of such acquisition, which limitation or restriction is not applicable to any Person, or the assets of any Person, other than the Person, or the assets of the Person, so acquired, provided, that in the case of Indebtedness, such Indebtedness described in paragraph 5.8(bwas permitted by the terms of this Agreement to be incurred), (eB) the foregoing shall not apply to customary provisions in joint venture agreements expressly permitted hereunder and applicable other similar instruments relating solely to the securities, assets and revenues of such joint venture, and (fC) 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 on deposits or minimum net worth requirements imposed under contracts entered into in contemplation the ordinary course 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 hereunderbusiness.

Subsidiary Restrictions. No Company will, or The Borrower shall not and shall not permit any Subsidiary to, its Subsidiaries to enter into, or be otherwise subject to, any contract or agreement Contractual Obligation (including its certificate of incorporation or formation, by-laws, limited liability company operating agreement or partnership agreementcharter documents) which limits the amount of or otherwise imposes restrictions on (ia) the payment of dividends or distributions Distributions by any Subsidiary to Borrowers the Borrower or any other Subsidiary, (iib) the payment by any Subsidiary of any indebtedness Indebtedness owed to Borrowers the Borrower or any other Subsidiary, (iiic) the making of loans or advances by any Subsidiary to Borrowers the Borrower or any other Subsidiary, (ivd) the transfer by any Subsidiary of its property or assets to Borrowers the Borrower or any other Subsidiary, or (ve) the merger or consolidation of any Subsidiary with or into Borrowers the Borrower or any other Subsidiary, or (vi) the guaranty by any Subsidiary of Borrowers’ indebtedness under the Loan Documents; provided that (ai) the foregoing shall not apply to restrictions and conditions imposed by law applicable laws or by the Loan Documentsthis Agreement which (taken as a whole) could not reasonably be expected to have a Material Adverse Effect, (bii) 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 not prohibited hereunder, (ciii) clause (ivd) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignmentassignment thereof, licensing, subletting, leasing thereof or otherwise granting a Lien on the assets subject thereto, and (div) the foregoing shall not apply to restrictions set forth (A) any Contractual Obligation in effect on the date hereof or that governs any Indebtedness, Capital Stock or assets of a Person acquired by the Borrower or any Subsidiary as in effect on the date of such acquisition (except to the extent such Contractual Obligation was created or such Indebtedness was incurred in connection with or in contemplation of such acquisition, which limitation or restriction is not applicable to any Person, or the assets of any Person, other than the Person, or the assets of the Person, so acquired, provided, that in the case of Indebtedness, such Indebtedness described in paragraph 5.8(bwas permitted by the terms of this Agreement to be incurred), (eB) the foregoing shall not apply to customary provisions in joint venture agreements expressly permitted hereunder and applicable other similar instruments relating solely to the securities, assets and revenues of such joint venture, and (fC) 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 on deposits or minimum net worth requirements imposed under contracts entered into in contemplation the ordinary course 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 hereunderbusiness.

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, articles, 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.

Subsidiary Restrictions. No Company will, or permit any Subsidiary to, enter into, Enter into or be otherwise subject toto any contract, any contract or agreement (including its certificate of incorporation or formation, by-laws, limited liability company operating agreement or partnership agreement) which other binding obligation that directly or indirectly limits the amount of 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 restricts (a) the foregoing shall not apply payment to restrictions and conditions imposed the Borrower of dividends or other redemptions or distributions with respect to its capital stock by law or by the Loan Documentsany Subsidiary, (b) the foregoing repayment to the Borrower by any Subsidiary of intercompany loans or advances, or (c) other intercompany transfers to the Borrower of Property by Subsidiaries other than: (i) restrictions in existence on the date hereof as set forth on Schedule 7.12 attached hereto and made a part hereof and any extensions, renewals or replacements thereof, provided that any such extension, renewal, or replacement shall not apply contain restrictions more restrictive than those in effect on the date hereof; (ii) restrictions pertaining to customary restrictions and conditions contained Property subject to a Lien permitted by Section 7.01) existing in agreements relating to such Lien or the sale of a Subsidiary or asset pending Indebtedness secured by 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, Lien; (ciii) clause (iv) of the foregoing shall not apply to customary non-assignment provisions in leases, subleases, licenses and other contracts restricting sublicenses, and agreements entered into in the assignmentordinary course of business and consistent with past practices; (iv) restrictions existing under or by reason of applicable Laws; (v) restrictions in any agreement relating to a Disposition permitted under Section 7.05 insofar as it relates to the Property being Disposed of; (vi) any encumbrance or restriction, licensing, subletting, leasing thereof or otherwise granting with respect to a Lien Person that is not a Subsidiary of the Borrower on the assets subject theretodate hereof, (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 existence at the time a such Person becomes a Subsidiary of Borrowers so long as such agreement was the Borrower and not entered into incurred in connection with, or in contemplation of of, such Person becoming a Subsidiary, provided that such encumbrances and restrictions are not applicable to the Borrower or any Subsidiary or the Properties of Borrowersthe Borrower or any Subsidiary other than such Person which is becoming a Subsidiary; and (vii) any encumbrance or restriction in the case of clause (c) of this Section 7.12 arising or agreed to in the ordinary course of business, (g) the foregoing shall not apply relating to restrictions that arise in connection with cash or other deposits permitted hereunder and limited to such cash or depositany Indebtedness, and (h) that does not, individually or in the foregoing shall not apply aggregate, detract from the value of Property of the Borrower or any Subsidiary in any manner material to restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunderthe Borrower or any Subsidiary.

Subsidiary Restrictions. No Company willEnter into, incur or permit to exist 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 other arrangement that prohibits, restricts or imposes any condition upon the amount ability of or otherwise imposes restrictions on (i) the payment any Restricted Subsidiary of Target to pay dividends or other distributions by with respect to any Subsidiary of its Equity Interests or to Borrowers make or any other Subsidiary, (ii) the payment by any Subsidiary of any indebtedness owed to Borrowers or any other Subsidiary, (iii) the making of repay loans or advances by to any Subsidiary Loan Party or to Borrowers or provide 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 Guarantee of any Subsidiary with or into Borrowers or obligation of any other Subsidiary, or (vi) the guaranty by any Subsidiary of Borrowers’ indebtedness under the Loan DocumentsParty; provided that that: (ai) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document; (ii) the Loan Documents, foregoing shall not apply to restrictions and conditions that exist on the Initial Funding Date; (biii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to restrictions and conditions imposed on any Restricted Subsidiary by the terms of any Indebtedness of such Restricted Subsidiary permitted to be incurred hereunder; provided that, in the case of a Restricted Subsidiary that is a Loan Party, such restrictions and conditions, taken as a whole, (ci) are, in the good faith judgment of the Borrower, no more materially restrictive than the restrictions and conditions that exist on the Initial Funding Date or (ii) will not, in the good faith judgment of the Borrower, materially impair the ability of the Restricted Subsidiaries, taken as a whole, to make dividends or other payments to the Borrower in an amount sufficient to make scheduled payments of interest, principal and fees on the Loans; (v) clause (ivi) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (vi) clause (i) of the foregoing shall not apply to customary provisions in leases, subleases, licenses and sublicenses and other contracts restricting the assignment, licensing, subletting, leasing thereof or otherwise granting a Lien on the assets subject thereto, assignment thereof; (d) the foregoing shall not apply to restrictions set forth in the Indebtedness described in paragraph 5.8(b), (evii) the foregoing shall not apply to customary provisions in joint venture agreements expressly and other similar agreements applicable to joint ventures permitted hereunder under this Section 6.06 and applicable solely to such joint venture, venture entered into in the ordinary course of business; (fviii) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (ix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (x) the foregoing shall not apply to restrictions contained pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in any non-material agreement connection with an acquisition of assets from such Person, as 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 Borrowersacquisition, merger or consolidation (g) except to the foregoing shall not apply extent that such Indebtedness was incurred to restrictions that arise finance, or otherwise in connection with cash with, such acquisition, merger 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 hereunderconsolidation).