Investments, Loans, Etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Restricted Subsidiary prior to such merger), any Equity Interests, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make any loans or advances to, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit or division of such another Person, or purchase or acquire all or substantially all of the assets of another Person, or create or form any Restricted Subsidiary (all of the foregoing being collectively called “Investments”) other than Investments constituting Permitted Acquisitions (including, for the avoidance of doubt, the Taurus Acquisition); provided, that:
(a) the Borrower and its Restricted Subsidiaries may make and hold Permitted Investments;
(i) the Borrower and its Restricted Subsidiaries may hold the Investments existing on the Fourth Amendment Closing Date and set forth on Schedule 7.4 and (ii) any Loan Party may make Investments in any other Loan Party:
(c) any Investments of a Person in existence at the time such Person becomes a Restricted Subsidiary of the Borrower may be held by such Restricted Subsidiary; provided that such Investments were not made in connection with or anticipation of such Person becoming a Restricted Subsidiary of the Borrower;
(d) the Borrower and its Restricted Subsidiaries may hold Investments constituting non-cash proceeds received in connection with a sale or other disposition of assets to the extent permitted by Section 7.6 or in connection with the settlement of obligations owing to it by financially troubled debtors;
(e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make Investments (and, thereafter, may hold such Investments) in an aggregate amount not to exceed the greater of (x) $120,000,000 and (y) 33.0% of Consolidated EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;
(f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, and the Total Net Leverage Ratio does not exceed 4.00 to 1.00 immediately prior and after ...
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1;
(d) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any one time outstanding;
(e) Accounts receivable or other indebtedness and extensions of trade credit which arose in the ordinary course of such Person’s business;
(f) Prepaid expenses of such Person incurred and prepaid in the ordinary course of business;
(g) Endorsements of instruments for deposit or collection in the ordinary course of business;
(h) Hedging Transactions permitted by Section 7.9; and
(i) Investments permitted by Section 7.3(d).
Investments, Loans, Etc. Make, permit or hold, any Investments in any Person, or otherwise create, acquire or hold any Subsidiaries, other than:
(a) Investments from time to time in any Credit Party;
(b) Investments existing on the date hereof and described on Schedule 9.04;
(c) Investments in the Sterling Borrower pursuant to the Acquisition;
(d) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America or any agency thereof, in each case supported by the full faith and credit of the United States of America and maturing within one year from the date of creation thereof,
(e) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by a nationally recognized credit rating agency;
(f) Investments made in connection with Acquisitions otherwise permitted under Section 9.03(c);
(g) time deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of America or the United Kingdom of any bank or trust company which is organized under the laws of the United States of America or any state thereof or the United Kingdom and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(h) time deposits made in the ordinary course of business by a Consolidated Company other than a Credit Party maturing within one year from the date of creation thereof in an amount not to exceed with, including certificates of deposit issued by, any office located in Canada, Hong Kong or the People's Republic of China, of any bank or trust company which is organized under the laws of the United States of America or any state thereof, the United Kingdom, Canada, Hong Kong or the People's Republic of China, and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(i) Investments made by Plans;
(j) Investments consisting of intercompany Indebtedness permitted under Section 9.01; and
(k) Investments in any Consolidated Company in an aggregate amount not to exceed $3,000,000 during the term of this Agreement.
Investments, Loans, Etc. At any time, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of acquiring, holding or investing in or loaning or advancing to, or make any other investment, whether by way of capital contribution, time deposit or otherwise, in or with any Person, or permit any Subsidiary of the Borrower so to do, (all of which are sometimes referred to herein as “Investments”, it being understood, without limitation, that the provision by Borrower or any Subsidiary of guarantees and/or letters of credit to other Persons shall not constitute Investments but shall instead constitute Indebtedness) except the following (to the extent that maintaining any thereof would not at any time violate the requirements of Section 856(c) of the Code):
(a) demand deposits, certificates of deposit, bankers acceptances and domestic and eurodollar time deposits with any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital, surplus and undivided profits exceeding $500,000,000 and a long term debt rating of A or A2, as determined, respectively, by S&P and Xxxxx’x;
(b) short-term direct obligations of the United States of America or agencies thereof whose obligations are guaranteed by the United States of America;
(c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States or any State thereof which at the time of purchase are rated by S&P or Xxxxx’x at not less than “A1” or “P1,” respectively;
(d) mortgage-backed securities guaranteed by the Governmental National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by S&P or Xxxxx’x at not less than “Aa” or “AA,” respectively;
(e) repurchase agreements having a term not greater than 90 days and fully secured by securities described in the foregoing paragraph (b) or (d) with banks described in the foregoing paragraph (a) or with financial institutions or other corporations having total assets in excess of $50,000,000;
(f) shares of “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in the investme...
Investments, Loans, Etc. Make or permit any loans to or investments in any Person, or permit any of its Subsidiaries to make or permit any loans to or investments in any Person, other than:
(i) investments, loans or advances, the material details of which have been set forth in either the Financial Statements or Schedule 4.07 hereto;
(ii) investments in direct obligations of the United States of America or any agency thereof or, in the case of Canadian Subsidiaries, investments in direct obligations of Canada, in each case with maturities of one year or less from the date of acquisition;
(iii) investments in certificates of deposit of maturities less than one year, issued by commercial banks in the United States having capital and surplus in excess of $500,000,000 and having short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively;
(iv) investments in commercial paper of maturities of not more than 270 days rated at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively;
(v) investments in securities that are obligations of the United States government purchased by the Company or any Subsidiary of the Company under repurchase agreements pursuant to which arrangements are made with selling financial institutions (being a financial institution having unimpaired capital and surplus of not less than $500,000,000 and with short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively) for such financial institutions to repurchase such securities within 30 days from the date of purchase by the Company or such Subsidiary, and other similar short-term investments made in connection with the Company's or any of its Subsidiary's cash management practices; provided that the Company shall take possession of all securities purchased by the Company or any Subsidiary under repurchase agreements and shall adhere to customary margin and xxxx- to-market procedures with respect to fluctuations in value;
(vi) investments in any security issued by an investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) that is a money market fund in compliance with all applicable requirements of SEC Rule 2a-7 (17 CFR 270.2a-7);
(A) investments in or loans or advances to Canadian Subsidiaries made after August 21, 1996 not to exceed $10,000,000 in the aggregate, and (B) loans or adv...
Investments, Loans, Etc. At any time, directly or indirectly, purchase or otherwise hold, own, acquire or invest in the Capital Stock of, evidence of indebtedness or other obligation or security issued by, any other Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any Acquisition (other than a Permitted Acquisition), or become a partner or joint venturer in any partnership or joint venture, or enter into any Interest Rate Protection Arrangement, or make any other investment (whether in cash or other Property) in any other Person, or make any commitment or otherwise to agree to do any of the foregoing (all of which are sometimes referred to herein as "Investments"), or permit any of its Subsidiaries so to do, except:
(a) Investments in Cash Equivalents;
(b) Investments existing on the Effective Date as set forth on Schedule 8.5;
(c) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions in amounts not exceeding the limits of such insurance;
(d) Investments in Interest Rate Protection Arrangements (where used for hedging purposes) covering a notional principal amount not in excess of the Aggregate Commitment Amount;
(e) deposits in connection with potential Permitted Acquisitions, provided that (i) no Default or Event of Default would exist before and after giving effect to any such Permitted Acquisition, (ii) the aggregate amount of such deposits at any one time on deposit for all such Acquisitions does not exceed $1,000,000, and (iii) the deposit (together with earnings thereon) is to be applied in full to the purchase price if such Permitted Acquisition is consummated and (iv) such deposit is invested in Cash Equivalents pending such application;
(f) loans and extensions of credit to employees of a Credit Party or Foreign Subsidiary not in excess of $1,000,000 in the aggregate at any one time outstanding;
(g) Investments by any Borrower or any Subsidiary in Intercompany Indebtedness permitted under Section 8.1;
(h) Investments in the form of a subordinated note not in excess of $5,000,000 payable to Parent in connection with the Disposition of Five Star;
(i) shares of stock owned by Parent and/or its Subsidiaries on the date hereof as set forth on Schedule 8.5;
(j) Investments of the Borrowers described on Schedule 8.1;
(k) Investments by Parent in GP(UK); and
(l) other Investments in an aggregate amount not to exceed $1...
Investments, Loans, Etc. Make, permit or hold any Investments other than:
(a) Investments in Subsidiaries which are Guarantors under this Agreement, whether such Subsidiaries are Guarantors on the Closing Date or become Guarantors in accordance with Section 6.10 after the Closing Date; provided, however, nothing in this Section 7.06 shall be deemed to authorize an Investment pursuant to this subsection (a) in any Person that is not a Guarantor prior to such Investment;
(b) Investments in the following securities:
(i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case supported by the full faith and credit of the United States and maturing within one year from the date of creation thereof;
(ii) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by a nationally recognized credit rating agency;
(iii) time deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(iv) mid-term notes of corporations existing under the laws of the United States rated in the highest grade by a nationally recognized credit rating agency;
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called "Investments"), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1;
(d) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $10,000,000 at any time outstanding;
(e) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;
(f) Hedging Transactions permitted by Section 7.10;
(g) Permitted Acquisitions; and
(h) Other Investments which in the aggregate do not exceed $10,000,000 in any Fiscal Year.
Investments, Loans, Etc. At any time purchase or otherwise acquire, hold or invest in the stock of, or any other equity interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds to, or make any other investment, whether by way of capital contribution or otherwise, in, to or with any Person (all of which are referred to as "Investments"), except:
(a) Investments in short-term certificates of deposit, time deposits and bankers' acceptances issued by any U.S. commercial bank having undivided capital and surplus exceeding $100,000,000;
(b) Investments in short-term direct obligations of the United States or obligations of agencies of the United States which are guaranteed by the United States;
(c) Investments in short-term commercial paper and corporate obligations rated A-l by Standard & Poor's Corporation or P-I by Moody's Investors Services, Inc.; and
(d) Loans to Borroxxx'x employees from 401(k) employee benefit plan funds for which Borrower is deemed by law to be the lender.
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Equity Interests, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make any loans or advances to, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit or division of such another Person, or purchase or acquire all or substantially all of the assets of another Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”) other than Investments constituting Permitted Acquisitions; provided, that:
