Acquisitions and Investments. Borrower will not, nor will it permit any Subsidiary of Borrower to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries of Borrower), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Entity Acquisition of any Person, except:
(i) Cash Equivalents;
(ii) Investments in existing Subsidiaries of Borrower, Investments in Subsidiaries of Borrower formed for the purpose of developing or acquiring industrial properties, or Investments in existing or newly formed joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing industrial properties;
(iii) transactions permitted pursuant to Section 6.12;
(iv) Investments permitted pursuant to Section 6.23; and
(v) Entity Acquisitions of Persons whose primary operations consist of the ownership, development, operation and management of industrial properties; provided that, after giving effect to such Entity Acquisitions and Investments, Borrower continues to comply with all its covenants herein. Entity Acquisitions permitted pursuant to this Section 6.15 shall be deemed to be “Permitted Acquisitions”.
Acquisitions and Investments. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than:
(a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein);
(b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group;
(c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue;
(d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.;
(e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough;
(f) any acquisition by any member of the Bank Group of any...
Acquisitions and Investments. If an Event of Default or a Potential Default exists or would exist immediately thereafter: purchase or otherwise acquire (including without limitation by way of share exchange) any part or amount of the capital stock or assets of, or make any Investments in any other Person; or enter into any new business activities or ventures not directly related to its present business; or create any Subsidiary, except (a) they may acquire and hold stock, obligations or securities received in settlement of debts owing to them created in the ordinary course of business, and (b) they may make and own (i) Investments in certificates of deposit or time deposits having maturities in each case not exceeding one year from the date of issuance thereof and issued by any Bank, or any FDIC-insured commercial bank incorporated in the United States or any state thereof having a combined capital and surplus of not less than $150,000,000, (ii) Investments in marketable direct obligations issued or unconditionally guaranteed by the United States of America, any agency thereof, or backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of issuance or acquisition thereof, (iii) Investments in commercial paper issued by a corporation incorporated in the United States or any State thereof maturing no more than one year from the date of issuance thereof and, at the time of acquisition, having a rating of A-1 (or better) by Standard & Poor's Corporation or P-1 (or better) by Xxxxx'x Investors Service, Inc., and (iv) Investments in money market mutual funds all of the assets of which are invested in cash or investments described in the immediately preceding clauses (i), (ii) and (iii).
Acquisitions and Investments. 49 6.16 Liens................................................................... 50 6.17 Affiliates.............................................................. 51 6.18
Acquisitions and Investments. Make any Acquisition or Investment, except:
(a) Investments in cash and Cash Equivalents;
(b) loans and advances made to employees and agents in the ordinary course of business, such as travel and entertainment advances and similar items;
(c) Intercompany notes, loans and advances between any Loan Party and any Affiliate of such Loan Party, provided that the aggregate outstanding amount thereof (valued at the amount of the original investment, without adjustment for any gain or loss) shall not at any time exceed $5,000,000;
(d) credit extended to customers in the ordinary course of business on customary trade terms;
(e) Investments listed on Schedule 6.05 of the Disclosure Letter, provided that such Investments shall not be increased;
(f) other Investments in an aggregate amount not to exceed $1,000,000 in any fiscal year;
(g) Investments consisting of Permitted Derivative Obligations;
(h) Investments (i) by a Loan Party into a Subsidiary which is not a Loan Party in an amount not to exceed the Threshold Amount in any fiscal year, (ii) by a Loan Party into another Loan Party, and (iii) by a Subsidiary which is not a Loan Party into another Subsidiary or a Loan Party;
(i) Investments by the Borrower and its Subsidiaries existing on the date hereof in the equity interests of its Subsidiaries as set forth on Schedule 6.05 of the Disclosure Letter;
(j) guarantees constituting Indebtedness permitted by Section 6.01;
(k) any prepayments and other credits to suppliers or vendors made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss or in connection with a bankruptcy or reorganization;
(l) Investments of any Person that becomes a Subsidiary after the date hereof, provided that (i) such Investments exist at the time that such Person becomes a Subsidiary and (ii) such Investments were not made in anticipation of such Person becoming a Subsidiary;
(m) Investments permitted under Section 6.06; and
(n) Acquisitions meeting the following criteria: (i) the Person or assets being acquired shall be in the same line or lines of business as Borrower or in a line of business reasonably related thereto; (ii) the board of directors or other governing body of the selling party shall have approved the Acquisition; (iii) no additional Indebtedness shall be incurred in connection with such Acquisition, except for ...
Acquisitions and Investments. The Borrower shall not, without approval of the Majority Lenders, acquire any person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement except:
(a) acquisitions of assets in the ordinary course of business (not being new businesses or vessels);
(b) the incurrence of liabilities in the ordinary course of its business;
(c) any loan or credit not otherwise prohibited under this Agreement; or
(d) pursuant to any Finance Documents or Charter Documents to which it is party.
Acquisitions and Investments. The Borrower will not, nor will it permit any Subsidiary to, (A) make or suffer to exist Investments in any Person (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments for such Investments, or (B) become or remain a partner in any partnership or joint venture, or (C) to make any Acquisition of any Person, except:
(a) cash and Cash Equivalents;
(b) Investments in existing Subsidiaries, Investments in Subsidiaries formed for the purpose of developing or acquiring Projects, Investments in joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing commercial real estate, including without limitation mixed-use Projects, and Investments in existence on the date hereof and described in Schedule 6.13 hereto;
(c) transactions permitted pursuant to Section 6.20;
(d) advances to tenants in the ordinary course of business;
(e) Acquisitions of 100% of the Capital Stock of Persons whose primary operations consist of the ownership, development, operation and management of Projects; and
(f) Acquisitions of equity interests in tenants obtained in connection with tenant work outs, not to exceed $5,000,000 in the aggregate; provided that, after giving effect to such Acquisitions and Investments, Borrower continues to comply with all its covenants herein, including without limitation the further restrictions on certain types of Properties as set forth in Section 6.20. Acquisitions permitted pursuant to this Section 6.13 shall be deemed to be “Permitted Acquisitions”. Investments permitted pursuant to this Section 6.13 shall be deemed to be “Permitted Investments”.
Acquisitions and Investments. 27 6.6. Transfer of Assets; Nature of Business .........................27 6.7.
Acquisitions and Investments. (a) No Obligor will, and each Obligor shall procure that none of its Subsidiaries will:
(i) acquire any business or acquire any Subsidiary or the whole or substantially the whole of the assets of any other person or enter into any agreement so to do; or
(ii) own any interest in any share or equity related investment, in each case, without the prior written consent of the Majority Lenders.
(b) Paragraph (a) will not apply to:
(i) acquisitions by a member of the Group of any shares or partnership interests in entities which are at the Restatement Date (and which at the relevant time remain) its Subsidiaries or in any Subsidiary formed after the Restatement Date;
(ii) any investment in Joint Ventures or Minority Investments which are at the Restatement Date (and which at the relevant time remain) its Joint Venture or Minority Investment provided that such investment is on arm’s length terms or is made under the terms of any agreement in existence on the Restatement Date;
(iii) any acquisition by a member of the Group pursuant to a disposal permitted under paragraph (b)(ii) of Clause 22.4 (Disposals) and any acquisition from net disposal proceeds as contemplated by paragraph (b)(viii) of Clause 22.4 (Disposals);
(iv) any acquisition of Cash Equivalents for treasury management purposes;
(v) (to the extent permitted by paragraph (c) of Clause 22.17 (Joint Ventures and Minority Investments)) an investment in a Joint Venture or Minority Investment;
(vi) acquisitions of existing members of the Group by other members of the Group and incorporation of companies as part of a reorganisation permitted pursuant to Clause 22.5 (Merger);
(vii) any acquisition expressly contemplated by the Alcor Reorganisation Report provided that the Alcor Reorganisation Conditions have been or will be so satisfied immediately following such acquisition;
(viii) investments in securities of trade creditors or customers in the ordinary course of business and consistent with such Group Company’s past practices that are received in settlement of bona fide disputes pursuant to any plan or reorganisation or liquidation or similar arrangement upon bankruptcy or insolvency;
Acquisitions and Investments. No Owner shall acquire any person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement except:
(a) capital expenditures or investments related to maintenance of a Ship in the ordinary course of its business;
(b) acquisitions of assets in the ordinary course of business (not being new businesses or vessels);
(c) the incurrence of liabilities in the ordinary course of its business;
(d) any loan or credit not otherwise prohibited under this Agreement;
(e) pursuant to any Finance Documents or any Charter Documents to which it is party;
(f) any acquisition pursuant to a disposal permitted under clause 28.6 (Disposals).
