Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.8, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor or any other Restricted Subsidiary of the Guarantor, (b) make loans or advances to, or other Investments in, the Applicant or any other Restricted Subsidiary of the Guarantor or (c) transfer any of its assets to the Guarantor or any other Restricted Subsidiary of the Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement.
Appears in 4 contracts
Sources: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.8, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, (b) make loans or advances to, or other Investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor Borrower or (c) transfer any of its assets to the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets assets of such Restricted Subsidiary Subsidiary, (in which caseiii) any restrictions consistent with the Management Agreements, any restriction shall only be effective against such (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Stock or Assets), Lease Obligations) and (iiv) any agreements with joint venture partners in connection with joint ventures permitted by this Agreementcustomary anti-assignment provisions under contracts.
Appears in 3 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.8, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor or any other Restricted Subsidiary of the Guarantor, (b) make loans or advances to, or other Investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor or (c) transfer any of its assets to the Guarantor or any other Restricted Subsidiary of the Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assetsassets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement.
Appears in 2 contracts
Sources: Letter of Credit and Security Agreement (Agl Resources Inc), Letter of Credit and Security Agreement (Agl Resources Inc)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.8The Borrower shall not, and shall cause each of its Subsidiaries not to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor Borrower to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, (bii) make loans or advances to, or other Investments investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor Borrower or (ciii) transfer any of its assets to the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents, (B) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), and (iiC) any agreements with joint venture partners contractual encumbrances or restrictions in connection with joint ventures permitted by this Agreementeffect on the Closing Date under Indebtedness existing on the Closing Date.
Appears in 2 contracts
Sources: Secured Revolving Loan Agreement (Talbots Inc), Term Loan Facility Agreement (Talbots Inc)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.8, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, (b) make loans or advances to, or other Investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor Borrower or (c) transfer any of its assets to the Guarantor Borrower or any other Restricted Subsidiary of the GuarantorBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), and (iiiii) any agreements restrictions consistent with joint venture partners in connection with joint ventures permitted by this Agreementthe Management Agreements.
Appears in 2 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.87.8, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor Holdings or any other Restricted Subsidiary of the GuarantorHoldings, (b) make loans or advances to, or other Investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor Holdings or (c) transfer any of its assets to the Guarantor Holdings or any other Restricted Subsidiary of the GuarantorHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assetsassets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Agl Resources Inc)
Clauses Restricting Subsidiary Distributions. Except for the agreements listed on Schedule 6.87.8, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Guarantor Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Guarantor Holdings or any other Restricted Subsidiary of the GuarantorHoldings, (b) make loans or advances to, or other Investments in, the Applicant Borrower or any other Restricted Subsidiary of the Guarantor Holdings or (c) transfer any of its assets to the Guarantor Holdings or any other Restricted Subsidiary of the GuarantorHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or Assets of such Restricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Agl Resources Inc)