Permitted Restrictions definition
Permitted Restrictions means
Permitted Restrictions means prohibitions, restrictions, or conditions under or with respect to any of the following: (a) the Notes Documents, (b) the Convertible Notes Documents and the Senior Credit Facility, (c) any Permitted Prior Debt, (d) any Debt incurred on the Plan Effective Date pursuant to the terms of, or permitted under, the Plan of Reorganization and Section 4.01 and, if secured, Section 4.02 (including New Miner Equipment Lender Debt, Mortgage Takeback Debt, M&M Lien Takeback Debt, M&M Lien Settlement Debt, and Reinstated Other Secured Debt), (e) any Permitted Purchase Money Debt and any Debt incurred to finance the purchase of Equipment, in each case, permitted by Section 4.01 and, if secured, Section 4.02, but, in each case, solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on or otherwise governing the property subject thereto, (f) by reason of customary provisions restricting pledges, assignments, subletting or other transfers contained in leases, licenses, contracts and similar agreements entered into in the Ordinary Course of Business (provided, that such restrictions are limited to the property or assets subject to such leases, licenses, contracts or similar agreements, as the case may be), (g) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale of any real or personal property permitted under this Indenture, (h) under any Debt or Lien permitted to be outstanding on the date any Person first becomes a Subsidiary pursuant to a Permitted Acquisition, so long as such Debt constitutes Permitted Acquired Debt, and only so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary or such Permitted Acquisition), (i) Liens that are negative pledges and restrictions on the grant of any Lien in favor of any holder of Permitted Acquisition Debt permitted under Section 4.01, but solely to the extent any negative pledge relates to the property financed by, and thereafter securing, such Permitted Acquisition Debt, and the proceeds, accessions and products thereof, but, in each case, only so long as the agreements governing such Debt permit Liens to be granted on Collateral to secure the Notes as required by this Indenture; (j) Liens that are restrictions on Cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business; (k) Liens that arise with respect to Cash or oth...
Permitted Restrictions on the payment of dividends by a Person shall mean provisions (i) of an Approved Portfolio Leverage Arrangement, or (ii) of a loan agreement, as in effect when first entered into, to which such Person is a party as borrower which prohibit such Person from paying dividends for either of the following reasons:
Examples of Permitted Restrictions in a sentence
No Governmental Consents shall have imposed any Restriction, other than Permitted Restrictions.
Become a party to any Restrictive Agreement other than agreements containing solely Permitted Restrictions.
No Restraint shall be in effect, in each case, under any Antitrust Law which imposes any remedies on Parent and its Subsidiaries (including First Merger Sub and Second Merger Sub and, after the Effective Time, the Surviving Corporation and its Subsidiaries and, after the Second Effective Time, the Surviving Entity and its Subsidiaries), (a) other than Permitted Restrictions or (b) unless such Restraint is part of an agreement between Parent and its Subsidiaries and a Governmental Authority.
Security Trustee acknowledges that various notices, consents and approvals may be required under the Permitted Restrictions in order for the Security Trustee to enforce its rights under this Pledge Agreement and that such enforcement may be limited by the Permitted Restrictions.
Create, incur, assume or suffer to exist any Lien with respect to any of its property (including without limitation, its Intellectual Property), or permit any of its Subsidiaries to do so, except in each case for Permitted Liens, or agree with any Person other than Bank not to grant a security interest in, or otherwise encumber, any of its property (including without limitation, its Intellectual Property), or permit any Subsidiary to do so, in each case other than Permitted Restrictions.
More Definitions of Permitted Restrictions
Permitted Restrictions means any of the following (a) provisions in any Unsecured Debt documents that (i) require the Consolidated Group maintain a pool of unencumbered properties of a size determined by reference to the total amount of Unsecured Debt of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Asset Value, (ii) restrict a Lien being granted to secure the Obligations unless a Lien is granted to secure such Unsecured Debt, (iii) require any Subsidiary Guarantor that Guarantees the Obligations to Guarantee such Unsecured Debt substantially in the form of Exhibit F, mutatis mutandis, or such other form reasonably acceptable to Administrative Agent, or (iv) provide certain restrictions or requirements pursuant to a definition of qualified unencumbered property substantially similar to the definition of Qualified Unencumbered Properties contained herein or (v) provide financial covenants or other negative covenants no more restrictive, in any material respect, than those in the Loan Documents and (b) any Negative Pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(c) solely to the extent any such Negative Pledge relates to the property financed by or the subject of such Indebtedness.
Permitted Restrictions prohibitions, restrictions, or conditions under or with respect to any of the following: (a) the Loan Documents or the DIP Orders, (b) any agreement entered into prior to the Petition Date and in effect on the Interim DIP Closing Date, (c) any Purchase Money Debt or Purchase Money Lien permitted by Section 10.2.1 or 10.2.2 solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property subject thereto, (d) by reason of customary provisions restricting pledges, assignments, subletting or other transfers contained in leases, licenses, contracts and similar agreements entered into in the Ordinary Course of Business (provided, that such restrictions are limited to the property or assets subject to such leases, licenses, contracts or similar agreements, as the case may be) to the extent the enforceability of any such restrictions would be upheld under applicable Bankruptcy Law, (e) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale of any real or personal property permitted under this Agreement, (f) under any Debt or Lien permitted to be outstanding on the date after the Petition Date upon which any Person first becomes a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary, and such Person is permitted hereunder to become a Subsidiary), (g) Liens that are negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 10.2.1 but solely to the extent any negative pledge relates to (A) the property financed by such Debt and the proceeds, accessions and products thereof or (B) the property secured by such Debt and the proceeds, accessions and products thereof so long as the agreements governing such Debt permit the Liens on Collateral securing the Obligations; (h) Liens that are restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and permitted during the Chapter 11 Cases; (i) Liens that arise with respect to cash or other deposits permitted under Sections 10.2.1 or 10.2.2 and limited to such cash or deposit or customary bank set-off rights; (j) Liens that are non-exclusive Licenses or restrictions regarding licensing or sublicensing by the Obligors and its Subsidiaries of Intellectual Property in the Ordinary Course of Business, if permitted during the Chapter 11 Cases; ...
Permitted Restrictions means restrictions existing by reason of:
Permitted Restrictions means restrictions on the ability of any Subsidiary to declare or pay any dividend or make other distributions, or to advance or loan funds, to the Company: (i) as set forth on Schedule 9.17 on the Closing Date, including restrictions imposed by existing Floor Plan Financing arrangements; (ii) pursuant to modifications to any Floor Plan Financing arrangement, provided that such modifications are not materially more restrictive; (iii) applicable to a Person at the time such Person becomes a Subsidiary and not created in contemplation of such an event; (iv) resulting from manufacturer-imposed modifications to any franchise agreement; or (v) imposed by applicable law.
Permitted Restrictions means (x) Restrictions of the type described in clause (B) or (C) of the definition thereof solely involving the businesses or assets of the Company and its Subsidiaries which, in the aggregate, generated no more than $450,000,000 of the consolidated revenues of the Company and its Subsidiaries for the fiscal year ended December 31, 2016 (any such Restrictions described in this clause (x), “Required Divestitures”) and (y) Restrictions of the type described in clause (A) or (D) of the definition thereof which are applied solely against and solely involve and impact the operations, businesses and assets of the Company and its Subsidiaries and which would not, individually or in the aggregate, when combined with the impact of any Required Divestitures, have or reasonably be expected to have a material adverse effect on the business, assets, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or, after the Effective Time, the Surviving Corporation and its Subsidiaries, taken as a whole. For the avoidance of doubt, Parent is not required to agree to or accept any Restriction that involves, applies to or impacts the operations, businesses or assets of Parent or any of its affiliates other than Permitted Restrictions with respect to the Surviving Corporation and Subsidiaries of the Surviving Corporation. In no event shall the Company or any of its Subsidiaries be permitted to commit or agree to any Restriction without Parent’s prior written consent. Nothing in this Section 5.03(a) shall require any party to take or agree to take any action with respect to its business or operations pursuant to this Section 5.03(a) unless the effectiveness of such agreement or action is conditioned upon the Closing. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in the litigation of any Proceeding brought by or against any Governmental Entity in connection with obtaining any Consent from any Governmental Entity in connection with the transactions contemplated by this Agreement.
Permitted Restrictions means, with respect to any Controlled Venture, provisions contained in the governing documents of such Controlled Venture that prohibit or otherwise restrict the making of distributions by such Controlled Venture (a) at any time such Controlled Venture has outstanding Indebtedness to any owner of equity interests thereof, (b) in the case of Controlled Ventures that are subject to taxation as a partnership under the Code to the extent that such distribution would cause any owner of equity interests thereof to have a negative balance in its capital account, (c) without the approval of at least a majority of the (i) directors, (ii) managers, managing members or members, (iii) general partners or (iv) the persons or governing body performing a similar function as any of the foregoing, (d) to the extent such distribution would be prohibited by any applicable law, rule or regulation, (e) out of or through the use of funds of such Controlled Venture that the directors, managers, managing members, members, general partners (or persons or governing body performing similar functions) have reasonably determined are necessary to pay such Controlled Venture's current and anticipated cash obligations, including operating expenses, debt service, acquisitions, capital expenditures and reasonable reserves or (f) under other circumstances that are consented to in writing by the Administrative Agent with respect to such Controlled Venture.
Permitted Restrictions means restrictions on the ability of any Subsidiary to declare or pay any dividend or make other distributions, or to advance or loan funds, to the Company or any other Subsidiary or to grant Liens on the Capital Stock of a Subsidiary: (i) as set forth on Schedule 9.17, including restrictions imposed by existing Dealer Financing arrangements; (ii) pursuant to modifications to any Dealer Financing arrangement, provided that such modifications are not materially more restrictive; (iii) applicable to a Person at the time such Person becomes a Subsidiary and not created in contemplation of such an event; (iv) resulting from Manufacturer-imposed modifications to any Dealer Agreement; or (v) imposed by applicable law.